Spider Man: Spider Slayer
by Skychild101
Summary: The wounds from the last battle are still healing for Peter Parker. When the class gets a special invite to visit OsCorp, Peter couldn't help but to have an edge that something sinister is going on at the closed hours. Spider Man begins to investigate the mad house while not realizing that Smythe may be a threat to him. Book three of seven. Full summary inside!
1. OsCorp is Your Friend

**Author's Note: ** Every time I come here, I'm always excited to write! New adventures, new characters, new plots, new enemies—oops, I think I've said too much XD but… HI GUYS! WELCOME BACK! It's been too long :3 but I hope everyone had a wonderful Easter and got lots of chocolate :) so anywho, let's get going! And hopefully, Peter had matured XD *jk, jk* but really though…

 **Summary:** The wounds from the last battle are still healing for Peter Parker. When the class gets a special invite to visit OsCorp, Peter couldn't help but to have an edge that something sinister is going on at the closed hours. With the help of his friends, Spider Man begins to investigate the mad house, trying to figure out the connections between Stark and Smythe while also not realizing that Smythe may be a threat to Spider Man.

* * *

Chapter 1: OsCorp is Your Friend

Peter Parker ran down the streets excitedly. He didn't stopped running until he reached his house all the while he was clutching a very important envelope. Whatever the envelope had, Peter couldn't stop thinking about it.

They had finally done it. He couldn't believe it. They were actually going to do it. Visit it.

The most extravagant building of New York—well, of course there were other brilliant buildings of New York but when it comes to the subject of science, this particular structure stood out more. As Peter was running down the streets of Queens, a familiar flashback went into his mind as it kept on replaying the same scenario.

" _Before we begin our lecture," the science teacher spoke, one cloudy afternoon. "I do have an important announcement to make. This week, our principle—with some connections—has grant our class for a very special field trip. We will be visiting none other than the OsCorp. As I'm sure you all know the history of OsCorp and its projects, this company deals with experimental science military research and its famous cross-species genetics."_

" _Ooo, do your worst. I'm going to be turn into a frog," one of the students, Flash, mocked and his gang laughed stupidly. This earned a few snickers from the student body though it made Peter glare at him from behind._

 _Seemingly, the teacher also disapproves of Flash's remark._

" _Might I remind you, Thompson, that these genetically species are highly filled with radiation, meaning there will be a chance for you to be turned into one of them if things go wrong."_

 _And this made Flash go quiet while the teacher slightly smirked._

" _Now then," the teacher continued. "We have agreed to allow our class to visit OsCorp."_

 _Almost immediately, there were whispers among the room and it made Peter be delighted._

The flashback ended and Peter had now noticed that he was in the familiar streets, meaning that he would be reaching his home.

"Aunt May, I'm home!" Peter called out the minute he opened the door.

"In the kitchen!" came the aunt's voice.

Excited footsteps from Peter was heard and he was in the kitchen within a second.

"So?" Aunt May began. "How was the first day of school?"

Peter rolled his eyes. "You know, it's not my first day of school," he grinned. "That was two years ago."

Aunt May smiled. "I know but my baby boy is growing up so fast," she sniffed which made Peter shift awkwardly in his seat. He knew where this was going.

"Aunt May, er…no, don't start."

"And soon, you'll graduate from your high school and will be going to a University and—"

" _Anyways_ , guess what?" Peter said hastily. This seemed to stop Aunt May for the moment since she brushed her nose with a tissue, wiping off the tears.

"Yes?"

"My school, well my science class, are actually going to go to OsCorp to learn more about their cross-species," Peter answered excitedly as he showed her the letter.

Aunt May frowned. "Isn't that the building where it contains those radiated animals?"

"Genetically experimented but moreover, yes."

"I dunno, Peter. What happens if one of those animals escapes from their cages and comes crawling onto you? I don't want you to be turned into one of them like Spider Man."

Peter raised an eyebrow. "So…Spider Man's bad now?"

"I didn't say that he was, Peter, but I'm just curious as to why the scientists haven't found an explanation as to how Spider Man became the man he is today. All these advanced technologies…there's still no answer. No solution."

Peter felt his heart sank a little. He always knew that Aunt May wasn't really supported of what Spider Man did but this actually hurts him…a lot.

"It takes time," Peter suggested. "And even if they _did_ find a cure, would you rather have Spider Man be cured? I mean, he saved a lot of people from those villains we had like the Vulture and the Sandman…" he listed off.

"Yes but he did caused a lot of destruction—"

"—Which I'm sure he didn't mean it."

And he didn't. Well, Peter didn't. As he had his battles, Peter tries to make less damage to the city as possible but he knew that wouldn't happen but he _tried._ Even in all the chaos, Peter as Spider Man still attempts to rebuild the city. Aunt May tilted her head to the side as she studied her nephew who suddenly gone quiet as though he was lost in thoughts. The more she thought she knew him, the more she didn't. It was as though he suddenly grew more mysterious overnight and sometimes, she couldn't help but to feel that Peter was a stranger to her.

"Peter, what are you hiding?" Aunt May asked quietly.

This seemed to snap Peter out of his thoughts and back to reality. He stared at his aunt, making his mouth form an _'o'_.

"Me?" Peter replied as he tried not to stammer. "I—I'm not hiding anything. I just really appreciate what Spider Man does."

"Yes I know—I've seen the posters on your wall."

Peter cringed as he mentally smacked himself. In order to truly keep his other identity safe, he had to pretend that he was a fan of… _himself_. Thankfully, none of his friends came to his house and saw the posters or otherwise, Peter would have to take them down to avoid explanations.

"I'm not hiding anything, I promise," he hated lying but if Aunt May knew that Peter was Spider Man, she would freak. His eyes landed on the paper that still needed to be signed. "So…can I go?"

Aunt May bit her lip and sighed. "Alright."

And that was the only thing Peter needed to hear since he kept on grinning from ear to ear.

He was actually going to OsCorp. He was going to see the Nanobots and nothing will stop him. Not even Spider Man.

* * *

The morning came.

Almost immediately, Peter cracked one of his eyes open and by this time, Aunt May would usually call him to get up at this time but today was different. There was no way he would miss it.

He got dressed but underneath the usual clothing that contained jeans, t-shirt and a sweater, it was the Spider suit…for just in case. For a brief moment, he stared at the mirror while he was in the bathroom, checking himself out as he brushed his hair before he got out.

Peter Parker was no ordinary boy though to the naked eye, he was. He had brown hair, brown eyes and a well-toned body. During the summer—when he's not busy being Spider Man—he gained muscles, however, he often thought that was because of him being Spider Man almost 24/7 and him rescuing citizens from whatever danger also requires strength. So either way, he gained muscles which he was quite happy to show off.

He wasn't a puny kid anymore.

"Hey Aunt May!" Peter said cheerfully as he slid off the railing of the staircase.

Aunt May widened her eyes with surprise at the sudden cheerfulness that came out of her nephew but then she realized that today was the special field trip.

"Well, someone sure is excited about the field trip."

"Yes!" Peter replied eagerly. "We're going to see Nanobots and the advanced technology. Ooo, do you think we may be able to see Alistaire Smythe?" he rambled.

"My, you're certainly excited for this trip," Aunt May replied as she shook her head with amusement.

"Of course, I am!" he exclaimed. He then looked at the time and realized that he had to get going or otherwise he would miss the bus. "I've got to go!" he said, grabbing his lunch and zooming towards the door as he grabbed his sneakers. "See you!"

"Take care and do be careful!" she called out as the door got closed.

Peter ran down the street, going towards the bus stop that would pick him up but as he did, all of a sudden, he felt all tingly which caused him abruptly to slide in his tracks, halting him. He sharply turned around, squinting his eyes only to see a vehicle—seemingly to have no passengers or driver in it—zooming down the road.

Peter groaned. Peter sighed. Well, he did said that not even Spider Man would stop him but if he doesn't stop this, then his reputation would be ruined.

Peter quirked an eyebrow. Muttering, Peter quickly ran up the street in order to catch the racing car and at the right time, Peter jumped in front of the car and he firmly placed both of his hands in front of the car. In all honesty, doing what he was currently doing should've killed him or at least have some heavy injuries but Peter was different.

He struggled to force the car to a halt and he even turned around to try and stop the vehicle.

 _This is hopeless…_ he then paused, muttering why he hadn't done this from the start. _Peter can't do it…but Spider Man can._

For a split second, Peter looked at the side and saw that the streets were empty. It was a risky move but yet again, he almost always does risky stuff so why should this be any different? Grinning slightly, Peter walked over the car so that he was on the top of the roof and he shot out webs, having them stick to the front wheels. He struggled for a minute in attempt to stop the car with brute force but it was futile as the car still continued to move even though there were signs of the wheels trying to be stopped.

He even managed to make a sharp swerve when it was necessary. He let out a breath but even as he did, there was still one problem. As he continued to try and stop the vehicle, a familiar yellow colored bus drove past by him which made him turn to the side only to wish he hadn't.

It honestly made him panic.

It was his school bus—the very bus that was supposed to take him to OsCorp.

Michelle stared out at the window only to frown, having her mouth slightly be opened.

"Wait a minute…is that…Peter?" she hissed, nudging Ned.

This gained Ned's curiosity and he stared out at the window where he saw Peter riding the car who gave a sheepish grin. Peter frantically waved at them to look at another direction though he had another panic attack when another student began to look outside the window.

With so much of a second, Peter let go of his webs and he quickly performed a side twirl, having himself being attached to the side.

Flash raised an eyebrow as he stared at the ongoing car but then he shrugged it off, looking at another direction.

Letting out a sigh of relief, Peter peeked out from his spot and saw that bus was now moving forward and he was able to resume until another complication came. Peter could hear a ringing bell—the kind of what a trolley bus would make and this made Peter's heart skip a beat.

Realizing that he had less than a minute, Peter did the only thing he could do.

He ran off the car's top and just in the nick of time, Peter went between the bus and the car, creating a split with his legs, stopping both of the vehicles before the collision could even come. He gave a small gasp when the impact arrived, feeling himself shaken up from the hit he took.

Peter let out a breath as he climbed down but as he did, he heard a small child's voice.

"It's Spider Man!"

Peter turned his head to the side to see a small child, pointing at him which instantly made him be frozen in spot.

Shit.

But it's just a kid, right? He won't remember…

"Er, and Spider Man is gone," Peter replied as he swiftly took out his webs and went out of sight.

By the time Peter came, he frantically ran in a rapid speed and headed up towards the escalator (completely forgetting about the receptionist area) though unfortunately, this didn't went unnoticed by the security guards.

"Hey you kid! Stop!"

Ah crap.

"Sorry!" he called out as he continued running. If he was right, the class would still be in the cross-species lab. The Nanobots was planned to be last. Doing yet another risky move, Peter shot out his webs, swinging forward so that the door was slammed open from his kick.

"He's going to the cross-species lab! Requesting backup."

As the door was opened, Peter let go his webs and he slid down the floor with his knees, going past by the desk and then out in the open. He quickly got up but before he could even join his class, a voice came.

"Got you, kid," a voice hissed which made Peter cry with surprise.

"Lemme go! I'm with the school—Midtown High."

"Sure you are and I'm Spider Man," the security guard laughed.

However, this scene gained attention from a few students and they all turned around to see what was going on. Unfortunately for Peter, one of them happened to be Flash.

"Hey look, it's Parker," Flash grinned nastily.

Peter groaned. _Anyone but him_.

"What's going on here?" a voice hissed. As the figure emerged from the crowd, Peter's heart beat rapidly as he saw who it was which was none other than his science teacher, wearing a scowl. "Peter?"

"You know this kid?" the security's gruff voice came.

The teacher pursed her lips. "Of course I know him. He's one of mine. He attends Midtown High. Now… _let him go_."

The guard grunted and he roughly freed Peter, slightly giving him a small shove so that Peter stumbled forward a bit.

"And as for _you_ —"

Peter winced from the sharp voice.

"We'll deal with you later," the teacher replied with an abrupt end and she walked back. "Away!"

As the class went back to its topic, Flash waltzed in and Peter glared at him since he knew whatever Flash has to say, it wouldn't be pretty.

"So, first day of school and you already got yourself into trouble? My, so much for having a clean record," he sneered horribly.

Irritated, Peter started to jump at him but something else held him back. This surprised Flash but scoffed nonetheless since he began to walk away.

"Don't worry. It's only Flash."

"Yeah whatever," Peter muttered as he shook off Ned's grip.

"At least you didn't miss the trip," Michelle pointed it out only to close her mouth when she saw the look. Peter walked off which left Michelle mutter. "I'm beginning to think that Peter's middle name is _moody_."

"Cut him some slack. Besides, I don't think its Flash he's worried about."

Michelle sighed. "No, I suppose not…Oh, Peter dahling wait up!" she caught up to Peter and she roughly shoved the paperwork at him. "Here's your paperwork—you're supposed to be taking notes and answering the questions."

Peter shrugged it off, letting the paper fall to the ground. "I already know OsCorp from the back of my head."

Michelle was one of the friends she hung around with Peter. Ned was the other and they both had grown up rather well. Michelle's hair wasn't as curly as it was before but there were still some curls left in her hair and it wasn't messy which framed her features even better. She had a slender body and the outfit she wore outlined her perfect body.

Ned looked great as well. He wasn't as build as Peter but he still got some muscles. His hair was also growing, reaching to the end of his neck and it was slightly messy though not as messy as Peter. It was almost neatly combed.

Ned sighed as he bent down to pick up the fallen paper and kept it with him.

Peter looked around from the enormous high ceiling to the floor which was shiny white. There were other scientists scurried around the lab as they were checking out their own project; few of them had clipboards, checking off whatever had happened with their experiment. In just one day, Flash had managed to ruin his trip to OsCorp and for that, Peter was angry however he should also blame himself as well since he had to deal with the car and all.

"Ah, Mr. Parker," another voice said which made Peter turn around and saw a bright smiling Doctor Curt Connors. The last time Peter had saw him, it was for a project which Michelle and Peter had to do.

"Dr. Connors," Peter greeted.

"How do you do? The last time I saw you, well you weren't feeling that well," he grinned a little as he shook the boy's hand.

"We're here for the trip—"

"To know more about the experiments we do, yes I know," he replied as he let a small grin slip.

"Alright, Midtown High! Follow me, please and stick together!"

"I suppose I should let you go even though we only chatted for a second."

"Nice to see you."

"You as well. Oh and Peter? Do please stay out of trouble, hmm?"

Peter gave him a small quick smile before he joined his friends. The class then resumed following the guide, showing them different labs while the students were jotting down the notes, answering the questions that were listed on the paper.

"Hey are we going towards the Nanobots?" Michelle whispered.

This seemed to perk Peter's interest and the more he studied the corridors and its glass windows, it indeed showed the path that would lead them towards it and right there, Peter felt his excitement rising up like before and the recent events of what had happened from earlier had vanished.

"Yes," Peter whispered furiously. Michelle shook her head with amusement but before she could speak again, there were sudden gasps from the students especially from the females which made her raise an eyebrow, wondering what the commotion is.

"What…?"

But even as the chattering was among the audience, Peter felt the familiar tingle coursing through his body which made him frown. Peter strained his neck, trying to see from the crowd and he was able to catch a glimpse of the very doctor he wanted to meet.

Dr. Alistaire Smythe.

Peter widened his eyes with eagerness and he nudged the two.

"It's Smythe! It's Alistaire Smythe!" he replied happily.

All Peter was able to make out was his brown tidy hair. He seemed to be talking to the guide who made a small frown but nodded nonetheless, indicating that she understood what he had said to her. Alistaire then straightened himself up as he continued to smile and wave at the crowd before he disappeared, heading towards the path from which he came.

"I apologize for this inconvenience but it seems that we no longer have the time to explore the Nanobots."

The students groaned especially Peter who had been itching to see it all day.

"Man, why?" he complained as he completely forgot about his Spider sense.

"Sorry!" the guide called out from the loud commotion.

"That sucks. That really sucks," Peter pouted. "I was looking towards it _all day_!" he exclaimed.

Michelle sighed. "I know that Nanobots are the love of your life but we have more important things to discuss," she hissed. "I can't believe you used your powers to stop that car!"

Peter cringed as he suddenly remembered about the car incident and the bus. Michelle was also the only person—apart from Ned—to find out Peter's true identity.

"What do you me to do? Just let it slide by and hope that it will magically stop itself?" Peter asked as the class began to shuffle towards the exit.

"No but you could've been in your Spider suit and besides—"

Before Michelle could even finish—Peter was actually pleased that someone had interrupted her but then again, he wasn't so glad when he found out who it was—a voice came that belonged to the science teacher which made Peter grimace.

"Good luck," Ned said.

"Yeah sure…"

Sulking, Peter walked towards the teacher as he began to prepare himself for the long lecture and most likely, he will probably receive detention though he hoped he doesn't. Few minutes later, Peter rejoined back to his friends who were waiting for the answer.

"Well, I got detention for an hour and then she told me not to worry about it," Peter stated.

Michelle frowned. "That's not fair and besides, couldn't you have gone to the receptionist and let them know that you were a part of a field trip group?"

Peter shifted in his spot. "Yeah…erm…I didn't think about that."

"Of course you didn't."

Peter then glanced at the corridor that was supposed to lead them to the Nanobots. He gave a thoughtful look as he wondered why they could no longer go there even though the guide had said that they apparently ran out of time. But just by thinking about that, he went back to when his Spider senses had turned on but why? What could possibly make them turn on?

"Hey uhm do you know why we can't go down there?" Peter asked as he motioned his head down the hallway.

Ned shrugged. "I don't know but if you're thinking of going down there, don't even think about it."

Peter gave a sly look. "Who says I'm going as myself?"

"Peter," Michelle warned.

"Aw come on guys. What could possibly happen down there?" Peter asked as the two of them were finally catching up with the rest of the class.

 **Author's Note:** Hmmm what could happen indeed? *Mischievous grin* but I'll leave the cliff hanger for you guys to imagine ^^ but whoo-hoo got a nice long chapter to start off for book three! WOW BOOK THREE PEOPLE! BOOK **THREE**! I can't believe we're this far into Spider Man! Lol I might as well actually publish this—just kidding, just kidding but if you guys remember back in…book two chapter four, I had said to hold all of your opinions until Book three comes in so now that book three had finally came, release your opinions! And no I didn't spell Alistaire wrong—another way you can spell his name is without the 'e' at the end of Alistaire. Until then, see you later! Toodles!


	2. Hidden Rumours

**Shout Outs:** ISBtheepic for favoring and following the story. Thanks to Phoenix X 2 for reviewing, following and favoring the story. Thanks to Invisible12 for following the story. Thanks to MythologyStar for reviewing the story. Thanks to cabrera1234 for favoring and following the story. Thanks to Bandgeek2015 for favoring the story. Thanks to The Fanfiction Expedition- All things fiction for adding me to their community.

* * *

Chapter 2: Hidden Rumours

Peter went down for breakfast on a Friday morning. He even surprised himself for waking himself up earlier for a change. The minute he reached at the last step, the delicious aroma filled his nostrils which made his stomach growl with hunger.

"Morning, Peter," Aunt May greeted.

"Hey," he replied as he sniffed the aroma. "What's for breakfast?" he eyed the stove with hunger.

Aunt May laughed. "Hungry are we?"

He nodded.

After setting up the table, they sat down and began eating. The sounds of the utensils were heard through the silent room until Aunt May spoke.

"So…" she began. "You never told me your trip to OsCorp. How was it?"

"Um, it went well."

She raised an eyebrow, having a thoughtful look. She knew her nephew better than anyone and when he said, 'it went well', it meant that something went wrong.

"Uh huh, so what made the trip go dull?"

"Dull…?" Peter asked innocently. "It didn't went dull…" but the knowing look made Peter squirm a little as he bit his lip. "We didn't get to see the Nanobots," he replied pouting.

"Really? What happened?"

He shrugged. "I don't know. All of a sudden, that part of the entire OsCorp building was unavailable and we had to leave early for reasons unknown. You think there's something going on?"

"Sure. Well at least that's what the Daily Bugle said anyway."

Peter blinked with surprise although he shouldn't be. Daily Bugle already had the latest post and Peter hadn't been in a full Spider Man mode. How's that fair? Perhaps he should give more work on his gadgets…

"Wait, the Daily Bugle? How did they have an exclusive news on OsCorp?" Peter quizzed.

Aunt May shrugged. "Don't know but that's what the newspaper said."

She got up only to come back with the paper holding in her hand, giving it to Peter who took it. He furrowed his eyebrow as he read the paper.

 _ **HIDDEN RUMOURS:**_

 **WHAT LIES BEHIND OSCORP AT CLOSED HOURS?**

 _During the recent visit to OsCorp, Alistaire Smythe, the son of Spencer Smythe who was notable for his work of Roboticist, had discussed his newest project for OsCorp. He believed—with this new project—would shape the world better. However, recent rumours suggest that there have been something out of the ordinary working behind the closed hours though Smythe declines, insisting that he is hiding nothing._

Peter frowned. "Well, this doesn't make sense."

Aunt May shrugged. "I just read'em. I don't investigate. I think the police should be working on this case."

Peter gave a thoughtful look, ruffling the papers as he was folding them. It was time for Spider Man to come out and play.

* * *

Almost immediately, when the first school bell rang, Peter instantly got out of his seat and grabbed his backpack. He told off Ned and Michelle by saying he has something important to do after school though this made them be suspicious but they let it slide since they had a hunch of what he was going to do anyway.

Peter found a hidden alleyway, quickly getting dressed into his alter ego and then within a second, he was seen zipping out of the alley and into the view while heading towards the tall elaborated building: OsCorp. He eventually reached the surrounding area of the structure, having Spider Man be attached against the window glass of a building and he stared at the skyscraper with narrowed eyes. It was time to find out what Alistaire was doing.

With that, the vigilante swung away until he reached at a lower platform of the high building.

 _Hmm, this must be my lucky day. I already found a vent. Surprisingly that it's not guarded,_ he thought as he ripped open the gate and began crawling inside, following the path of wherever the vent was leading him to.

 _Y'know, this reminded me of the time I infiltrated Stark Enterprises. Can't say that Tony was quite pleased. Or maybe he never found out? I'm pretty sure that he did but he is not letting on…_

After a few more crawling around, he found himself out of the vent and was now attached to the very high ceiling of OsCorp.

 _Right then…let's start with the Nanobots area. Pretty sure he may be there…_

He resumed crawling at the walls though he decided to go lower so that he doesn't miss out on anything that may be important during this infiltration. He eventually came at a locked door which seemed to need a code in order to be opened. Peter sighed as he leaped off the wall and stared at the pad.

 _Of course. There has to be a code. Now let's see…_

Peter glanced from behind, noting on how many minutes he has before someone or Smythe himself comes. He scowled when he tried for the fifth time only to have the same repetitive answer: _access denied._

He quirked an eyebrow while thinking carefully of what the potential password could be. What would Smythe use?

 _Let's see…_

Peter punched in _0071_ and much to his surprise, it actually worked since the screen flashed green and the door slid open.

 _Well what do you know? It worked._

Being proud of himself, Spider Man released his webs and got attached to the wall once more so that he resumed scaling around the walls by crawling. He paused when he saw two security guards standing at their posts. With a thought in his mind, he quickly crawled towards them while being above the two and when he was positioned right, Spider Man summoned out his webs. In an instant, the two guards were wrapped in a web of cocoon, having Spider Man lift them up as they were now attached to the wall.

"Sorry guys but I'm giving you a time out."

Chuckling, Spider Man continued to follow the path until he heard voices which caused him pause in his tracks. He stared down at the ground, frowning since he could've sworn he knew that voice. Peter would recognize that voice anywhere. Wanting to know who exactly it was, Spider Man crawled further down until he hid himself in the shadows, peering down as he saw two people walking down the hall.

"I assume that everything is coming along quite good, yes?"

"Yes, sir. We are still working on the process as we speak. After all, it does take time but might I ask…when do you want to launch?"

"As soon as it's ready."

"But sir. What are you going to do with the prying eyes? You can't keep it hidden forever."

If Spider Man was close to Smythe, he would've been able to see Alistaire's cold grin.

"Of course I can. You just worry about building it. Let me deal with the public."

Peter narrowed his eyes as he watched the two walking into the distance, disappearing from sight.

 _So the rumors are true then. Smythe is doing something after closed hours but what? I bet I can hack into his computer to find out more…_

Going with that idea, Spider Man continued to scale around the area while also hacking into the password code in order to open the doors when it was necessary. It took a really long time but Spider Man had finally found an office-like room though it looked more of a conference room with large windows surrounding the area followed by a long table that was in the middle in the room with chairs being at both sides. There were also two chairs at each end, indicating that would be where the Heads of the table would sit.

In front of the table, there was a large screen that seemed to be offline for the time being. While the whole room looked plain, Peter couldn't help but to think that there was something more than meets the eye. Walking around, he reached to the very front of the table and stared at it.

 _I wonder…_

Peter waved his hand around and as if on cue, images suddenly appeared which made Peter blink with awe at the hi-tech this building contained. The computer finished loading itself only to have a bar in the middle of the screen which indicated that it needed a password.

"Ah great…" Spider Man muttered. "If I was the head of the chair, what would my password be?"

He typed in _Nanobots_ which of course denied him the permission.

"Of course…it would be too easy, wouldn't it?"

After many attempts and Peter was sure that due to the hacking process, it would alert someone, Peter had finally got in.

 _Raft, eh? Not exactly the kind of password I would use especially for a high secured place but okay…who am I to judge? My password is Spider Man rocks._

Spider Man narrowed his eyes as he realized that he probably have less time than he was supposed to have and would have to work on quickly to gain access to the files he needed. This time, he chose something to do with animals as this place was heavily based on genetically experimented species. He hardened his gaze as he bit his lip until it finally came to him.

He typed in _WIDOW_ and as a result, he got in.

 _Come on…_ Spider thought, irritated. There were so many files and he didn't know which one to choose. It wasn't until then where there was a certain folder that grabbed his attention which read _SLAYER_. Curious, Spider Man opened it up, having many documents popping up. He got so immersed by these important file cases that he would've lost track of time until his spider senses went on which indicated that someone was going to come in.

Quickly shutting everything down, Spider Man released his webs and he swung himself towards the high ceiling, hiding himself in the shadows. The doors slid open which revealed Smythe and a security.

"There seemed to be a security breach coming from here, sir," the guard spoke.

"So I see," Smythe muttered as he entered his information into the computer. Everything seemed to be in place but Smythe wasn't fooled. His expression suddenly grew dark and cold as anger took.

"Sir?"

"Lockdown the entire place. No one's getting in or out!" he spat.

"At once, sir!"

And up on the ceiling, Spider Man began to crawl quietly until he reached the door which slid open, allowing him access to get out of the room. However, as the doors were being closed again, Smythe looked at the reflection from his computer screen.

There was someone inside OsCorp at the closed hours.

* * *

 _Crap, crap, crap._

Spider Man hurriedly crawled against the walls in attempt to escape the building. This wasn't exactly how he planned this. He planned this to go smooth and sneaky, not have this place be in lockdown.

While Spider Man continued to scale around the area, there was one thing which he didn't do yet and he needed to go there for proof. For evidence.

The Nanobots.

Taking in a deep breath, Spider Man sharply turned around a corner and continued to follow the path with loud alarms that were now blaring throughout the building. The once open windows were now slammed closed, blocking the view of the city, no longer having sunlight pouring in.

 _I know, I know you obnoxious alarm. Man, this stinks._

As he turned around the corner, he slowed down a bit since there were guards coming this way. He quickly hid himself before he took out the men simultaneously.

 _There you are._

Spider Man paused, muttering to himself and after the third try, the door got opened which allowed Spider Man go through before he went up to the wall, scaling around it. He had to stop in order to take out guards before he could continue. He eventually got off the walls, hacking into the password protected doors. While he was pursuing this, he thought that half of this plan was insane and he was tempted to turn back.

 _No_ , he told himself. _There's more work here that needs to be done._

 **Author's Note:** Ah, Peter you fool. Remember what happened last time you infiltrated a heavy building? Yeah, you got shot…ANYWHO, BUT WOW! THANKS SO MUCH FOR THE FAVES AND FOLLOWS! MUCH APPRECIATED! What happens next? Find out!


	3. Nanobots

**Shout Outs:** Thanks to Sonar for reviewing the story. Thanks to guikat for following the story.

* * *

Chapter 3: Nanobots

Alistaire Smythe was quite a handsome man. With brown hair which was neatly combed and had brown eyes with a charming smile that would make a girl swoon over him. Everything about him was written with perfection. But perhaps underneath all the charming appearance of him, there was something sinister about him.

There were also some tales about Alistaire, stating that he went mad since the death of his father. At that stage, Alistaire continued his father's work in secrecy but since then, the public's curiosity had risen. As much as he could, Alistaire kept the people away.

Nevertheless, he seemed to be a fair man who has it all. He even sometimes joke how he's better than Stark.

Being quite the guy also proved to be difficult at times especially when he was dealing with the public. Of course, the public's curiosity rose when they believed that there was something going on at closed hours which of course, Smythe denied, stating that nothing out of the ordinary was happening.

Naturally, this was a lie but it helped Smythe to keep the prying eyes away so that he could continue to work in peace. He walked towards the group of people who were currently studying the diagram of the certain project they were building.

"How is it going?"

"Well sir," one of the people spoke; it was a man who appeared to be in his thirties. "It is going quite well. We managed to build at least half of what the diagram laid out for us."

This made Smythe make a satisfying smile. He always liked hearing good results.

"But," from that simple word, Smythe's smile faltered. "It appears that we have one certain structure that we cannot achieve. It requires a material that we may not have."

"Don't worry. I'm sure we can find a substitute. Carry on."

"But Sir, without this material, this mechanical device won't function properly without that specific element. It's what makes the machine stable, to say the least. The problem though is that this component you're looking for is rare."

Smythe sighed and of course, there were specific things such as this that would make things complicated.

"Very well…" Smythe muttered until a sudden idea sparked into his mind. "Hmm, actually. It may not be so hard after all."

"Sir?" the man spoke, quipped with curiosity.

"I do believe that there is another company—elaborated as mine—contains the very element I need. All I need to do is set up an appointment with him."

The man furrowed his eyebrow. "Surely you don't mean the billionaire himself, Tony Stark?"

"Of course I do," Smythe nodded as he placed his arm around the man's shoulder. "I can set up an event, make an appointment, do whatever I need to do to be close to Stark. That man has it all and besides, it's not uncommon for him to hold such unusual possessions."

The man sighed. "Yes, sir. Understood."

"Good," Smythe nodded. "Oh secretary!"

A young woman with a bun tied, wearing a simply blouse with a black vest and a pencil skirt appeared. She was also carrying a clipboard in her hand. Her heels clicked against the floor as she was walking towards him.

"Yes?"

"I want you to schedule an appointment with Tony Stark himself. Do whatever you can to make him be available."

The woman pursed her lips as he mentioned the name. Stark has quite a reputation but Stark's image had found her disliking the man.

"As honorable as Stark, you do realize that he is quite busy? That being said, him being available might take a few days or at least a week. You can't just go in and drop by to say 'hi'."

Smythe gave a small but unfriendly smile. "Well then, I suggest you make that option accessible. Understood?"

The woman sighed. "Yes sir," she said as she scribbled down on her clipboard.

* * *

So there were two things which grabbed Spider Man's attention. One of them was that the obnoxious alarm was still ringing which made Spider Man wonder how he hadn't gone deaf yet. Maybe it was a miracle? Second was that wondering how he was going to get out of here alive after he visited the Nanobots.

Needless to say, visiting the Nanobots seemed such a simple plan but of course, while he was being Spider Man, nothing was ever that easy. That being said, he also had other things to worry about such as Tony Stark.

Peter knew that Tony meant well but sometimes, his protectiveness is starting to get to Peter. Spider Man is familiar with his powers for just over six months—Peter's pretty sure (and he knows) that he's more than capable of handling himself in a fight. That being said, why was Tony so protective of him when both of them knows how well Peter can fight?

It's like getting permission from your parents before you can do whatever or something.

Peter sighed. Tony is and will always be a worry wart. That's right. He said it. Tony is a worry wart. Maybe Stark will like the nickname?

Either way, he won't be pleased of what Peter was doing as of right now.

He found the place and he de-attached himself from the wall, landing on the floor as he began walking. He narrowed his eyes when the hall was dark with the light being dimly lit though one of the lights were flickering on and off, indicating that it was time for the bulb to be replaced with a new one.

As he was walking down the hall, the light suddenly flickered by itself which revealed large windows. Spider Man had his eyes wide open as he saw the objects that were displayed in the booths. Medium sized robots stood in their places but the moment Spider Man showed up, the nanobots suddenly got activated to life which made Spider Man be tense.

Was this what Smythe was building at closed hours?

For some reason though, Spider Man felt uneasy since he sensed that there was something more than meets the eye. Something big.

But what was the purpose for creating these in the first place?

Spider Man didn't know and he hoped that he didn't.

* * *

If there was one thing what Alistaire Smythe disliked, it was the fact that someone had hacked into their confidential files at the Head office. Growling, Smythe narrowed his eyes as he walked out of the Head office and now had the entire place in a lockdown mode.

Alistaire had a hunch as to who it was but he didn't want to make false assumptions just yet. Even if _he_ was here, what purpose did he had here?

"Search the _entire_ place for the intruder! I want him found! Bring him to me!" Smythe snarled.

"Yes sir!" the guard spoke before he went off.

Alistaire supposed that he should meet the vigilante himself and try to make an offer Spider Man can't refuse. It would be perfect for that _hero_ to line up with Smythe himself.

Having a thoughtful look, Alistaire made a grin—an unpleasant grin—and with a thought in his mind, he focused his attention back to the computer and began typing away, having images from the camera showed up. He continued to go footage after footage until one of the scenes captured his attention. Alistaire straightened up, rubbing his chin.

Perhaps it was time for the Spider to meet the scientist.

* * *

Spider Man resumed staring at the evidence and he suddenly wished he had a camera or something that would have Peter show all of this. He was sure Tony was going to be interested in this.

As he continued to walk down and then took a left, Spider Man suddenly felt all tingly which caused him glance from behind though it made Peter be confused. There was an apparent danger nearby.

As if on cue, the bigger light flickered on and this made Spider Man be even more curious as he saw a large blanket that seemed to be covering something. Eyes narrowed, he grabbed one of the ends and pulled it down.

It was one of the biggest Nanobots he had ever seen and quite strangely, it resembled a Spider with black, silver and red colors completing the look. It looked to be unfinished as some of the parts was still under construction.

"What is this?" Spider Man muttered.

He didn't realize just how much he was staring at it until his senses were picked up again and this time as he turned around, Spider Man almost immediately got into a fighting stance as he saw the robots from earlier.

The robots made a whirring sound before a robotic voice spoke.

"Cross-species detected. Engage."

"Oh no…"

 **Author's Note:** Oh no, indeed. Smh, this chapter turned out to be shorter than I intended it to be—I was expecting it to be longer T_T but hopefully the next chapter would be longer. What happens next? Find out! Toodles!


	4. Undercover Reporter

**Shout Outs:** Thanks to MythologStar for reviewing the story. Thanks to ISBtheepic for reviewing the story. Thanks to neonfairytail for favoring and following the story. Thanks to Sonar for reviewing the story.

 **Responses:**

MythologyStar: Something I forgot to do but you'll see. Peter will eventually be angry with Flash :)

ISBtheepic: Definitely!

* * *

Chapter 4: Undercover Reporter

The fight with the robots didn't went so well. His suit was in a bad shape from the battle and add that to the fact that Spider Man was now aching all over. While the robots were fighting, he was forced to flee from his spot so now he found himself in a completely different area, away from the Nanobots section.

 _Great. Just great,_ he muttered in thought. _I'm assuming those robots are programmed to attack cross-species but why? Spider Man hasn't done anything yet to Alistaire Smythe…_

Nevertheless, he now has proof of what Alistaire was doing behind the closed hours. Though, he should've brought something with him in order to take the evidence.

As he continued to go down the hall, all of a sudden, a blur of blonde caught his attention which made him tilt his head to the side. That's odd. He supposed to be the only one after the working hours—minus the other workers that were in for whatever reason. So who was that…?

Spider Man narrowed his eyes as he continued to stare at the figure who seemed to be looking over the railings in secret as though she was trying not to get discovered. An idea came to Peter's mind; she must've been curious about the rumors as well.

Spider Man used his web rush mode, landing behind her in an instant and he casually made a pose.

"So, doing some detective work are we?"

Startled, the person turned around and nearly stumbled backwards though she caught her balance.

"Spider Man?" she asked, surprised.

"In the flesh," he paused. "But that sounded more surprised. I know, I know…I can't help but to be that handsome."

The girl's smile faltered as she rolled her eyes. "Right. Anyways, what are you doing here?"

"I could ask you the same thing," he said. "Or wait…lemme guess. The rumors got your attention, right?"

"Yeap."

"But seriously though. What are you doing here…dressed like that? No camouflage, no plan, nothing. You could get caught, be in trouble or worse."

The girl made a small laugh. "I appreciate your concern, Spider Man, but I can handle myself. Besides, I'm here for the same reason you are—I'm looking for some evidence. I think they're building something big."

Spider Man gave a small dry chuckle. He took this time to study the girl. She seemed to be almost the same height as Peter was. She had blonde that fell to her shoulders, wearing a green hair band on top. She wore a lab coat over her green sweater and black skirt. She also had black boots that reached up to her knees. Perhaps it was her blue eyes that got Peter immersed since he found himself staring at them before he realized that he needed to answer.

"Yeah, I found the evidence. They are building something big."

The girl widened her eyes and stared at him with an open mouth. "You serious? What did you find? Did you take any proof?"

"Woah, woah calm down," Spider Man replied, raising his hands up. "Sorry but that information is classified. I'm here for the Hero business and I can only tell who are involved with this kind of situation."

"So like Iron Man, huh?" she replied dryly.

"Why yes…"

"You know, for being your mentor, he isn't really good at it."

"Hey!"

The girl paused only to realize the state what Spider Man was in.

"What happened to you?" she asked, curious.

Spider Man placed his hand behind his neck with a sheepish look. "Erm, I might've run into some robots. I've won, of course."

She raised an eyebrow. "Doesn't look that way."

"You doubting my abilities?"

"I'm doubting your heroism."

Spider Man stared at her as though he was like a fish out of water. "Okay, that actually hurts."

The girl smirked before she went back to what she was doing before Spider Man came in. She sighed, biting her lip as she realized that she may need his help after all and what better angles can anyone get other than Spider Man himself?

"Listen," she started. "Uhm, I do need help…if we want to capture who's behind this, then I need you."

"Woah there. 'We'? As in 'you and me'?"

"Yes. I need evidence—proof that Alistaire Smythe is doing something behind the hours. And who can get better angles than Spider Man himself? Here; this is the recorder—"

"Wait, wait. You think Alistaire is behind this? Why? This doesn't make sense. Why would Smythe build something atrocious such as the thing I've saw? What if someone else was building it but Smythe was forced to oblige? Smythe's not a bad guy."

"You see. _That's_ the proof we need. That's the story we need to get. Listen, Smythe may be handsome but I've got a bad vibe about him. And if he isn't a bad guy, why did his robots attacked you? They're only programmed to attack cross-species that are threatening to the human race but you. You are different. You help people. So, will you help me?"

Spider Man rubbed at the back of his neck as he was trying to process what the girl had just said. In all honesty, she _does_ have a valid point—Spider Man doesn't know a whole lot about Smythe's robot so maybe this is the chance to know more about them.

"Fine. But only because I want to get to the bottom of this," Spider Man stated.

The girl smiled. "Thanks," she replied gratefully. "Now, Smythe should either be in a meeting or—"

Again, his Spider senses went on which made Peter give a strange look. The two stayed silent and soon enough, they were able to hear voices that seemed to be heading in this direction; Spider Man tensed.

"Get out of here," the girl replied. "Take this and get out of sight."

Spider Man sighed. "Alright," he doesn't like it but he's got no choice. He quickly released his webs after he grabbed the recorder and found himself at a high wall.

The door opened which revealed a guard but that made Spider Man pause. A guard? He could've sworn he heard _two_ people talking so where was the other one?

"Hey you there!" the guard shouted. "What are you doing here? You're not allowed to be here!" he grabbed the girl's arm and started to drag her out.

"Hey! Let me go!" she exclaimed. Spider Man got ready to pounce even though that would blow his cover but the girl stomped the guard on his foot, earning a shout from him.

Peter grinned from his hideout, noting her small fighting abilities.

The girl then yanked her arm out from the guard's grip as she stood firmly on her ground.

"What's going on here?"

From the entrance, it revealed Alistaire who was running towards the scene.

"This girl, sir, she's trespassing—"

"I'm _not_ trespassing!" she hissed, eyes narrowed.

Alistaire made a thoughtful look as he studied the girl.

"You're Gwen Stacy, daughter of the George Stacy," Alistaire replied.

"Yes…"

Smythe nodded, waving his hand to the guard. "It's alright. She's no harm to us but I am curious. What _are_ you doing here behind the hours?"

"Er…actually, I want to interview you for the paper based on your thoughts about the Nanobots you're currently developing. But I couldn't find you so I got lost…"

"Understood. I guess I could give you a little insight," Smythe replied as he nodded. He then turned his attention towards the guard. "It's alright. She's with me. Away!"

Giving a slight nod, the guard then walked off which left only Alistaire and Gwen. Meanwhile, up above, Spider Man slowly moved around as he was trying not to be spotted. He needed to get closer in order to eavesdrop what he has to say. Taking in a sharp breath, Spider Man shot his web from one of his hands and he swung himself to the other side while hoping that no one saw this. When he thought he was clear, Peter resumed crawling down until he was close enough to Smythe.

"…I personally think that Nanobots are actually quite useful," Smythe began which made Peter press the button on the recorder. "With them around, I believe we would feel much safer and we can keep destruction to a minimal damage."

"So you think Spider Man isn't the best hero?"

"In my honest opinion, no. I believe he's doing more harm than good. Wherever he goes, destruction follows. People live in fear and that's why I created these Nanobots—to make our future better. Just imagine…letting these highly advanced robots fight the evil that is threatening our city. Everyone would feel safe. We won't have to rely on Spider Man. These robots can do their job. They would freely roam the streets without living in fear. That is my intention."

Spider Man quirked an eyebrow as he made a small scowl. Why does everyone thinks he's the bad guy? Is it really that hard to just put a little faith in him?

"But with these Nanobots around, wouldn't this put the Police out of job?"

"I have been giving a bit of thought in this, yes and I came to the conclusion that, if sometime in the future, the Nanobots would work side by side with the Police force."

"Five more questions."

"Of course."

"What are these advanced robots…programmed for? Is cross-species just their main target?"

 _An interesting question, Stacy, an interesting question indeed_ , Spider Man thought.

"For now, yes."

"And you think Spider Man is a threat?"

"Yes and no but more to the _yes_ side. There are still unanswered questions about him—how he got these powers? Why did he suddenly appeared? Even though he's a hero, in the end, he will lose control."

Peter tightened his jaw as he glared at Smythe. Now that's just a false statement right there. He would never lose control—he doesn't kill.

"And one more…with all these rumors going on around, where do you stand? Are you truly doing something out of the operative hours?"

Smythe cracked a smile before it vanished. "I remain true to my words. I've got nothing to hide. The Daily Bugle can write lies all they like but there is nothing going on at the closed hours."

Stacy paused to think a little before she gave a small nod to indicate that was all the questions she had.

"Okay. Thank you for your time. I really appreciate it and I like to confirm facts before believing the false ones."

"Of course. Well, I suppose I should be on my way and as do you," Smythe gave her a warning tone. "Do not let me catch you again. Good day."

With that, Smythe walked away and when it was only Gwen, Spider Man jumped down from his hiding spot with a scowl on his face.

"What lies," he drawled. "And seriously? Even after all the good I've done, he still considers me a _threat_? I feel offended. Really, I do."

"Well, at least we now know why those robots attacked you."

Spider Man stared at her as he studied the girl. "But…?"

"But there's more work here to be done. I'm not going out until I finish for what I came for."

If Spider Man hadn't wore his mask, he would've stared at her with an open mouth, having an incredulous look.

"Wait a minute!" he cried out. "That wasn't part of the plan! You said that you're only here for the recorder and the story, that's it."

"Yeah well. I changed my mind," Gwen smirked. "Now you coming or not?"

Spider Man sighed. "Yeah, yeah. I'm coming."

If this girl can trick Spider Man like this then maybe Peter can trick Tony into getting some new upgrades…

 **Author's Notes : **And of course, Tony's not that gullible, Peter dear…you'll just have to wait patiently XD but yay! We got to meet Gwen and I think my dialogues are improving, right? RIGHT? *crickets* … uhm, anyways…what happens next? Find out! Toodles!


	5. Mutated Creatures

**Shout Outs:** Thanks to Phoenix X 2 for following and reviewing the story.

* * *

Chapter 5: Mutated Creatures

Alistaire gave a thoughtful look as he watched the scene across from his safe place. After gathering all the data, all the research, they are now waiting to see the experiment.

"Sir, Project Serium is ready to engage. All we need is your permission," one of the workers said, joining the scientist.

Smythe nodded. "You have my permission. Engage."

Nodding, the worker scribbled down a few notes on his clipboard before he briskly walked out and back into the lab below.

"Alright guys. Doc says it's a go!"

Beeps came from the experimentation lab which indicated that the process was about to begin. There were roars of protest from the creature which was enclosed in a containment unit, trying to break free but it was to no avail. Cuffs were holding the creature and through the window's hole, a medium-sized needle that had green liquid began to enter through the gap.

The animal screeched, writhing from the uncomfortable pain before the pain suddenly faded away, having the creature be in silence.

The experimenters walked towards the monkey, watching it for a brief minute. When nothing happened, one of the experimenters wrote down a few notes on the clipboard before he went back to Smythe who was expecting results.

"Well?"

"I'm afraid it didn't made it through. The specimen failed."

Smythe sighed. "Very well. Dispose of it."

"Yes sir."

* * *

If there was one thing what Spider Man had learned about the girl, it was that she was determined to get to the bottom of things. Which made it even harder for Spider Man to convince her to get out of here. He studied her from the back, staring at her with fascination. She wasn't like anyone Peter had met—she was different, he thought. And she was pretty adorable.

Wait, what?

And he should probably answer her or otherwise she would find his staring creepy.

"What now?" Spider Man asked, dumbly.

Gwen sighed though there was a small smirk. "So are you a high-schooler?"

Peter stared at her, wondering how to answer. "Er…no. Why?"

"Because you seem like one. Do you attend Midtown High?"

"Me? Pfft, no. I only go there for cheerleaders."

Gwen made a disgusted look. "You're disgusting."

"Hey, you asked. I answered," he grinned before he turned somewhat serious. "So, what else are we gonna find here? Some other mad man?"

"You don't ever stop talking, do you?"

"Hilarious."

They resumed walking in silence while Spider Man held his guard up in case anything else happens such as them being caught or worse. He still doesn't have a clue as to what they—the girl, Gwen—are looking for. Peter thought he had gotten everything but perhaps not. Suddenly, Spider Man held Gwen by her arm as they paused and Spider Man glanced from behind as he watched the door being opened.

"Hey, what—"

Without talking to her, he released his web and the two went out of sight just as the door fully opened. Spider Man held her tightly as they were hanging from a wall. Down below, there were four sides—two on both sides as they were pushing a containment unit. While Spider Man was holding Gwen with his other arm, Spider Man threw a small like object that just narrowly got attached to the side of the containment unit.

"What's—"

Spider Man silenced her as they continued to roll down the unit.

"Man, I still don't see why there's so much security over this…thing," one of the guards said.

"Because, idiot, if this thing escapes, it'll be our heads. This thing is highly contagious and I don't feel like being contacted with it."

But as they were continuing down the hall, something inside the containment unit opened its eyes.

Once the guards were out of sight, Spider Man lowered themselves and they landed on the ground.

"What was that thing?" she asked.

"I don't know and to be honest, I don't think I want to know. It sounds too sketchy. They talked about it as though it would give an infectious disease—one that cannot be cured," Spider Man stated.

"But if we follow them, we would know the full story."

Before Spider Man sighed as he watched her do a small jog down the hall.

 _Man, this is going to be the death of me. I had to be curious at the beginning, didn't I?_

"Don't try to get yourself get killed," Spider Man called out as he was running after her.

"Says the one who got attacked by robots and barely got out."

Muttering, Spider Man resumed walking down the halls with Gwen at his side. But even as they were walking, Spider Man felt uneasy and with him being in thought, he failed to notice where he was walking which caused him slip and fell to the floor, earning a giggle from Gwen.

"Someone's a bit clumsy."

"Er, I meant to do that," he mumbled.

"Sure you did," she trailed off as her eyes landed on the floor and she crouched down with a curious look, furrowing her eyebrows. "Wait, move slowly."

Giving her a look, Spider Man slowly moved, sliding backwards a bit.

"Where did this come from?" Gwen asked as she made her hand go forward towards the mysterious substance.

"Wait, don't touch it!" Spider Man suddenly said.

"Why?"

"I…I don't know," he hesitated. "It looks poisonous."

The substance indeed looked poisonous and it had a ghastly smell that made Peter cringe since it smelled like rotten cheese. The horrible element sizzled as though it looked like it was ready to burn the ground.

"This is disgusting," Spider Man cringed.

 _But it could be useful_ , his conscious voice told him.

Spider Man rummaged through his suit until he pulled out a small vial of bottle.

"What are you doing?"

"Classified. This is for Hero's business solely."

Gwen huffed as she made a small scowl, watching Spider Man scooping up the bright green goo with the bottle. He then closed it shut with the lid before putting it back to his pocket.

"What? A hero always comes prepared," Spider Man stated.

"Sure. Whatever you say," she muttered. "But seriously though. Where did this come from?"

"I don't know so I guess that means we have to go and investigate."

"You think it came from the containment unit they were pulling away?"

Spider Man shrugged. "Could be. Could be not. We aren't going to find the answers if we sit here."

Agreeing, Gwen got up and followed Spider Man after he got another tingly sensation from the back of his head.

"I'm assuming what you put was some kind of tracer?"

"Yeap, Handy little gadget. I can only sense them if they are within range. If they out of the city then we have a problem."

Gwen nodded from understanding and they continued to go down the halls, following Spider Man. As they were walking, Spider Man wondered how he will ever get the public's trust. He found himself thinking about Tony and how he had gotten their faith—well most of them anyway. To be honest, he was a little hurt when he found out about the audience's lack of faith. He's not that bad.

And if everyone was so curious on how he gotten his powers, where he came, he might as well consider about giving the editorial chief an exclusive interview. Maybe that would help the public to learn to trust him and learn that he's not all that bad.

Of course, Tony probably will disagree with him but maybe Tony would eventually understand what Peter will be doing.

Since he was being deep in thought, he hadn't realized that Gwen unexpectedly stopped to a halt which caused him bump into her from the back.

Gwen stumbled slightly forward from the impact. "Hey, watch where you're going would you?"

"Sorry."

"So, which way do we go? What does your er…Sense say?"

Peter grinned. "Actually, it's called Spider Sense but…" he trailed off as he gave a glance around the area. The minute he did, he suddenly widened his eyes, staring at them. "I don't need my Spider Sense. I think we found it."

Gwen raised an eyebrow as she followed Spider Man's direction only to have the same expression as him. But instead of the disturbed look, Gwen gasped at the sight as she realized that this was it. They finally found it.

"This is it!" Gwen breathed.

"You mean these…things is what we were looking for this whole time?" Spider Man asked incredulously.

"Yep."

Spider Man gave a strange look around the room which contained nothing but high cells that also had the same disgusting slime goo, covering the cells' wall. It was quite disturbing to look at it which made Peter want to vomit. The stench seemed to have spread around the air, making it almost impossible to breath.

"Ugh, you know what this reminds me of? The Black Plague," Spider Man replied disgusted. "We risked our lives and nose just to see these?"

Gwen rolled her eyes. "You're such a dramatic queen. Besides, you should be the one being used to this."

Spider Man walked towards one of the cell and there, for a brief moment, the cell seemed to be empty until all of a sudden a strange-looking humanoid creature came out of its spot. This one took the form of a mutated monkey who seemed to be snarling and growling at Peter.

"Uh…has this thing eaten today?" Spider Man asked, looking odd at the animal.

All of a sudden, the mutated animal suddenly jumped at the glass window which made the two be startled.

"That was quite an unusual reaction," Gwen blinked. "But then again…"

Spider Man agreed then paused. "Well, I guess I can't help it that I'm this handsome."

Gwen sighed, annoyed. The two continued to look around until, Peter felt his Spider sense being turned on which made him worry that trouble was up ahead. But who could the bad guy be?

"Uh, Gwen. I think we got a little problem…" Spider Man began.

But it was already too late since a voice came from nowhere.

"My, isn't this a surprise?"

 **Author's Note:** Tada! Three guesses as to who it is! And I promise you, the next chapter is the last of OsCorp XD I think they have been here enough. And Spider Man got to use his tracer again! What happens next? Find out! Toodles!


	6. Discovered

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Sonar for reviewing the story.

* * *

Chapter 6: Discovered

Tony frowned, sighing. It had been a while since the last time he had heard from Peter. He tried texting him and phoning him but there was no answer from the last two hours—maybe three. It worried him. He knew Peter was known for being reckless and all he could think of Peer getting into some kind of trouble or worse.

"Anything wrong, sir?" Happy asked.

Tony sighed. "I don't know. I can't get hold of Peter. I…I don't like this."

Happy made a thoughtful look before he spoke. "Hmm…perhaps he is in his alter ego and couldn't respond to you in the meantime."

"But it's been six hours. I've tried contacting Aunt May about Peter but she said that she hadn't seen him. School ended a long time ago. I'm worried."

"I know, sir. He can be quite…reckless for someone his age," he gave a glance to the wall, reading at the clock. "It's only 11pm. The night is still young."

Tony stared at the ground, being lost in thought. Perhaps he should check up on Peter and he may have a hunch as to where Peter could be. Tony just hoped that he wasn't too late.

* * *

Spider Man tensed as he saw Alistaire Smythe walking towards them with an intriguing look.

"Fascinating, aren't they?" Smythe replied as he stared at the mutated creature that seemed to be hiding.

Spider Man narrowed his eyes. In all honesty, he couldn't help but feel sorry for them. They were experimented on.

"What are you doing to them? Isn't this stuff…illegal?" Spider Man asked.

"Illegal?" Smythe laughed. "What do you know about illegality when you, yourself, occasionally breaks law more than once?"

Spider Man gave a small glare as he didn't like this man one bit. Peter may like him but Spider Man doesn't.

"I do it for good, you're doing it for bad," the vigilante spoke. "There's a difference. It's why I'm different than the rest of you. Now, look here; call off your experiments and I won't tell the police. Don't call off and I'll be forced to. Your choice."

Smythe chuckled. "You know, for someone so young, you're very brave. I admire that but I'm afraid I don't work like that. I don't listen to some masked person who runs around the city in a costume, pretending to be a hero."

He then took a step forward so that he was closer to Spider Man who stared down at him.

"If you don't want anything bad happen to the ones who are closer to you, I suggest you stay out of my way," he warned.

"And what happens if I don't?"

Smythe made a small cruel smile. "Well then. I suppose it would be your loss."

Spider Man clenched his fists tightly as he resisted the urge to knock Smythe out of his daylights. Noticing the tension, Gwen stepped in and pushed the two men aside.

"Alright, cool your jets. Spider Man, I know it is your duty to save people…even if they don't deserve being saved. And Smythe, I know you just want to make the world a better place—"

"By experimenting on those poor animals only to get rid of them with your robots. Tell me, what will you do once you manage to accomplish that?" Spider Man sneered.

"Now, I can't tell you everything now can I, hmm?" Smythe grinned. He then looked at Gwen who lowered her hands and she slightly took a step back.

"You know, I would imagine that you, Spider Man would be in here, scurrying around the walls with your spider hands but Gwen? I never thought you would be working with a half-specimen," Smythe spoke.

"Uh, this _half-specimen_ saved the world from those terrible fiends. I should have a 'thank you' at least," Spider Man replied as he was still angry from the previous conversation.

"Why do you associate with him?" Smythe quizzed.

"Uh…I'm not. I er…I merely followed him since I wanted to know why he was here. I already got what I came for."

Spider Man frowned, quirking his eyebrow as he looked at Gwen from the side until he realized that it was a cover up.

"Well, now since your mission is done, you may leave. But you, Spider Man, it is you who I wanted to meet the most."

"Why?" Spider Man asked, eyes narrowed. _There's that spider sense again…is Smythe the bad guy after all? I guess I shouldn't be surprised, considering what I just saw these past few hours…_

"How is it that _you_ got the perfect cross-species DNA? Why didn't affected you fully like it should have?"

Spider Man smirked. "Guess I'm one of a kind."

Gwen stifled a laugh even though she was laughing in the inside.

"Look, I would love to stay and chat but I'm going to be late for dinner," Spider Man started as he began to walk, going around Smythe while he gave head motion to Gwen which indicated that she should have a move on.

Smythe merely laughed, causing Spider Man stop in his tracks.

"But for now, think of me as a friend, not as a foe."

Spider Man scoffed a little. "And why should I?"

Smythe walked past by him so that his back was facing him. "Because, we're going to see each other a lot more than you think."

With that, Smythe resumed his walking until he was out of sight. Once he was gone, Spider Man huffed as he scowled.

"The nerve of that guy," he growled.

"Easy there, tiger. Now we know that he may be a potential threat to you. If his robots are programmed to get rid of cross-species then you're in a lot of trouble than you think."

Spider Man sighed. Perhaps she was right. He felt himself loosening now that Smythe was no longer here to get on his nerves but there was one thing that still didn't make any sense. The last thing they saw before entering in this room was the guards who were pulling the containment unit and then after that, they saw the green goo spillage on the floor.

Spider Man suddenly tensed up again.

Could it be possible that whatever was living inside the containment had escaped?

"I think we should get a move on," he said.

"What's the rush?"

"Nothing. We just need to get out of here," he replied hastily.

This still made Gwen curious but yet again, Spider Man is the hero here. He probably had his reasons. However, just before they could get to the exit, Spider Man felt his senses turned on and he grimaced, realizing the worst. There was a sudden growl which made Gwen glance back since she thought heard something.

"Did you hear that? Or er…felt it?"

"Uh, no," Spider Man spoke quickly and that made him walk even faster, dragging Gwen with him.

But it was too late. Something leaped out of the shadows and due to his spider senses, Spider Man quickly grabbed Gwen by the side, releasing his web which got attached to her before she swung out of sight, being safe.

"So, I'm assuming you're the creature that escaped the containment unit, right?"

The mutated animal gave a growl as a response until it started charge forwards, heading towards Spider Man.

"Alright, so you want to dance? I'll give you a dance—a dance you won't remember!"

Spider Man jumped forward and he created a powerful punch which knocked the creature backwards. The animal stumbled down though he got up before he began to attack again. Spider Man ducked down to avoid the swipe and then Peter performed a kick, continuing to knock down the mutated creature. Finally, Peter twirled from the side until he released his webs so that they were now covering the animal.

"All that fighting made me hungry…"

He turned around and he used his web rush mode to reach Gwen.

"What was that?"

"What was what?"

Gwen gave him an annoyed look. "The thing you just fought? It looked like a mutated creature."

"That's because it was. It's that thing which got escaped from the containment unit we saw earlier."

Gwen made an open mouth as she stared at him with wide eyes. "So…does that mean it may be possible for these creatures to escape their cells?"

Spider Man shrugged as he motioned his hand for the ones who were in the cells. "These ones? I highly doubt it but the ones in the containment? Yep."

"Wonder why it escaped though…"

"Probably got bored of lying around doing nothing."

Gwen scowled. "Can't you be serious?"

"Hey, I am…half of the time but I am!" Spider Man exclaimed then paused. "Alright. It's time for you to get out of here. You've done enough and I'm sure you have a family who is worrying over you. It's past your bedtime, anyway."

"Oh so now I have a curfew? What kind of girl do you take me for?"

"Er, not the kind you were thinking but okay…"

Glaring, Gwen sharply turned on her heels and began to storm off.

"H—hey, wait!"

 _Well, I got off on a wrong start…_

"Alright, I admit. I goofed up on that but hey, can we just talk?"

"No."

Spider Man sighed. Girls are so complicated.

"Erm, I'm sorry? I'll buy you a rainbow vase…" he tried.

However, as they were walking down the halls, Spider Man cringed when his senses got activated again.

 _What now?_ he groaned.

Almost immediately, voices of machines were heard which made Peter be in a fighting stance.

"Gwen, get behind me."

She was about to speak but Peter forced her. "Just do it."

She went behind Peter who scanned around the area, looking for signs of danger though Peter began to loosen up when his senses faded away.

"Spider Man…I don't think there's nothing there," Gwen said as she realized what he was doing.

"No…no…there's something around here or otherwise, my spider sense wouldn't be turned on randomly."

Taking in a sharp breath, Spider Man resumed going down the halls while being on guard. But as he was walking down on the halls, he began to think, going back to the part where he thought he heard voices that sounded like machines…but where were they? If they weren't in the room they were in before then where else could they be?

"Gwen, watch out!" Spider Man suddenly shouted as he pushed her to the side and he made a sideway twirl in the air to avoid the oncoming attack. He landed back on his feet as he stared at the medium sized robots.

"Ha, I thought I sensed you."

"Cross-species detected. Engage."

"Aw come on!"

Spider Man glanced back before he looked at the group of robots. It wasn't until then where he made a swift move by using his web rush mode, being attached to an object nearby. He then flipped back, throwing the item at the robots and Spider Man landed back on his feet before he grabbed Gwen by the arm and the two began to run down the hall.

"I think it's time we get out of here! Hang on to me! We're gonna do some web-slinging."

Spider Man had Gwen wrap around him and began to web sling down the hall. Once he got to the end, Gwen got off and they ran down. However, it wasn't until then that more robots came from the other end of the hallway which made Spider Man pause in his tracks.

He then took a look around only to spot a high ledge down the room.

"You're coming with me!"

Spider Man wrapped his arm around Gwen and they slung across until Spider Man left Gwen at the platform and he went back to the battlefield.

"So, you think you guys are tough. Well then. Come at me!"

The advanced combat robots started to leap at Spider Man who avoided them.

"Don't think so, pal!"

He then used his web to attach to the robot that was behind him and then Peter swung him around so that they crashed to the others.

"Spider Man, behind you!" Gwen shouted.

"Tell me something I don't know!" he called back before he flipped backwards to avoid the attack. He then performed a kick at one of them until he used his webs to smash the robot one after another.

He then used the last robot (the one that was still attached to his web) and smashed it at the floor.

"Ha. Piece of cake," Spider Man responded before he went back to Gwen. "See. I told you; there's nothing to worry about."

"Oh yeah? Then what's that thing?"

Spider Man, realizing what she was talking about since his senses turned on, turned around to see a medium-sized robot that took the form of a circle. It had red and white for colors and a camera in the middle.

"Cross-species detected. Elimination required."

"Ah crap," Spider Man spoke before he got to his knees. "Oh no! Please don't eliminate me! I'll give you a lollipop! Please noooo. Ha, gotcha!" Spider Man spoke as he released his web to fire at the robot.

"You were worried about that little thing? Pfft, please. I can handle it."

"Not that thing but _that_ thing!"

Before Spider Man could even talk, something got wrapped around his ankle which made him be pulled back.

"Spider Man!" Gwen shouted.

* * *

Spider Man struggled as he continuously punched at the large machine.

"Lemme go!" he exclaimed. "Huh, I guess this is what I get for being too cocky. My apologies…now, want a lollipop?"

The machine began to activate its attack which made Peter widened his eyes.

"Oh no."

He resumed struggling against the grip until he managed to free himself just in time as the large robot released its attack. Spider Man continued to fall down until he was halfway down before he fired his web so that he swung in a half circle before going towards the robot to give a kick from the side.

The machine crashed at the wall, being a bit dazed for the moment only to come up again. It spoke in a jumble tone before it started to fire its attack again which Spider Man dodged it. Spider Man looked around the machine, trying to find its weakness until he got an idea.

Going with that, Peter started fire all of his attacks, occasionally performing kicks or punches until he managed to go behind but the machine had other idea. All of a sudden, the robot began to go berserk which made Peter widened his eyes.

"Woah, what the hell?" he cried out before he quickly got of his spot as he kept rushing himself to get out of sight. Just in time since the machine suddenly exploded, releasing the big blue ball of energy shockwave. Spider Man shot his web so that they were attached to the wall but due to the shockwave, it smashed against the walls, forcing Spider Man fall down.

He clumsily landed on the ground, thinking up of a new tactic. He got to get behind it somehow. An idea sparked into his mind as he quickly used his web rush mode to get to the other side of the wall. Without losing a second, Spider Man quickly went on top, shooting out his web so that they were attached to the wings.

 _No off switch. Guess I have to make one!_

He struggled to yank them off but as he was getting close to pulling them off, the machine went in a berserk mode which made Peter hurry. Just in time, Peter finally pulled off the wings just as the robot unleashed the shockwave. Peter hurriedly swung away, trying to avoid the blast.

"Go, Pete! Go!" he cried out, feeling the energy catching up to him.

As he was flying through the air, something caught him in time, pulling Peter away from the battlefield and flew him out of sight.

 **Author's Note:** Wonder who could it be ^^ and we got more info about OsCorp which is good. What happens next? Find out! Toodles!


	7. Flash Thompson

Chapter 7: Flash Thompson

Peter ran down the streets.

 _Man, of all the times to be late, I had to pick this one. I have a huge test in science that's worth a lot. It's not that I'm worried, it's that I'm worried for not gonna make it on time._

Eventually, the school started to come into the view though that made Peter grin as he saw the fence. Taking a look at both sides, Peter ran and then he jumped in the air, going over it and then he landed on the ground with both of his feet.

 _Ha, perfect landing._

Grinning smugly, Peter resumed running until he finally reached his science class. He quickly rushed towards his seat and slid when he reached it only to stumble to the ground, falling off his chair.

Ned laughed at the move, grinning. "I see you were in a hurry."

"But I got here," Peter cracked a grin.

Ned shook his head as Peter put the chair back in its proper place and sat down.

"So," Ned began. "How did infiltrating OsCorp go?"

Peter gave him a look. "What? I didn't infiltrate—"

"Says the paper otherwise. Really Peter. You went in there only to get yourself caught?"

Furrowing his eyebrows, Peter unfolded the paper only to stare at the large headline that was across the news.

 _ **SPIDER MAN BROKE INTO OSCORP**_

"Only for good intentions and I have found what I was looking for," Peter hissed, throwing the paper away. "The rumors are true. I saw it. They are building something big behind the closed hours but Smythe is denying it."

Ned stared at him. "What are they building?"

"I don't know but it's huge. It resembled much like a spider though in a robot form. What does Smythe need that for? They are also doing some experimenting on creatures, transforming them into something horrible."

Ned frowned. "Why would they experiment?"

"I don't know. I couldn't get any more info without being attacked from his robots."

"So what did Tony said?"

"Wha?"

"Exactly that. What did Tony said?"

Peter sighed, slouching down. "He, of course, gave me an earful saying how dangerous it was and how he apparently called me but I didn't called him back…turned out to be true. There were like ten missed calls from him and Aunt May."

"Jesus, Peter."

"I was distracted," Peter insisted. "And I got him to analyze the substance I've found."

Ned sighed. "You're gonna get yourself killed one day, Pete."

"Right…" Peter muttered. He turned around, gazing across the class until he stopped, staring at a person who looked strangely familiar.

From what he could see, this person had blonde hair with a familiar green headband.

"Hey uh…who's she?" Peter asked. _If that's Gwen, I swear—_

"Who? Oh her. She's Gwen Stacy. She's apparently the daughter of the Police Captain, George Stacy. You're gonna have competition, Peter. I hear she's smarter than you."

Peter quirked an eyebrow as he scowled. _So Gwen huh._

Ned paused. "Why the sudden interest?"

"No reason," Peter replied abruptly. Ned gave him a strange look before both of them turned their attention to the science teacher who was talking about the test.

After science, Peter headed towards his locker to put away his books. He has a free period so he wouldn't need them until for his next class which was math.

"Look, just leave me alone. You, alone, make me sick."

Peter made a smug look at the remark and once he closed his locker, he turned to the side to see who made the comment only to stare at the person with an incredulous look. Of course, it would have to be Gwen but she was being bothered by Flash.

Peter sighed. He supposed he could just leave and let Gwen deal with her dilemma but then, he would feel guilty for not telling to Flash to buzz off. Peter groaned.

 _This is annoying…_

Half of him was tempted to use his spider webs on Flash but he resisted the urge.

"Aw come on. Just one date and you would be wanting more."

Gwen scowled. "I said no! Now out!"

"Honestly Flash. If a girl tells you to leave her alone, you leave her alone."

Flash turned his head to the side only to sneer. "Aww, isn't this cute? Little Peter coming to the rescue."

Peter glared, clenching his fists tightly as he was re-considering using his spider powers.

"I'm not gonna ask you again, Thompson," Peter replied.

Flash glared at Peter before he scoffed. "Whatever. You can have your girlfriend back."

Peter opened his mouth as he stared incredulously at the bully who walked.

"Girlfriend?" Peter asked eyes wide.

The girl giggled. "I'm assuming this Flash guy bothers you a lot?"

Peter snorted. "You have no idea. Half the time I want to chuck him out of the window and say it was an accident."

She grinned and she extended her hand out. "Hi, I'm Gwen Stacy. I don't think we have met before."

"Yes we did. Once upon a time," Peter responded as he sensed the familiar sensation.

She raised an eyebrow. "What?"

"Er, nothing. I'm Peter Parker."

"Well then. Glad to meet you, Parker. Hope to see you around."

With that, Peter stared after her, not realizing that he was spacing out and a small silly smile was formed at his mouth which was he probably didn't realize that Michelle and Ned came to his side.

"Peter," Michelle sang. "Aliens attacked and kidnapped your Aunt."

"That's nice…" he replied dreamily.

Ned rolled his eyes. "I think something's on his mind."

"Yeah," Michelle scowled. "And her name is Gwen. PETER! Snap out of it!"

Like that, Peter jumped from the loud voice which made him blink.

"What?"

Michelle sighed. "Nothing, Peter. Nothing."

The science test results came the next day which made Peter grin like a maniac since he, of course, got a perfect score.

"Ha! A hundred percent!" Peter exclaimed, triumphantly.

Ned rolled his eyes though Peter peered at his paper.

"Eighty…that's not bad."

"I suppose not."

Michelle snorted and she grinned. "So I'm guessing you haven't heard the news, have you?"

The two boys stared at her dumbly which made her sigh.

"Guess you haven't," she muttered. "Anyways, that new girl, Gwen, she got the same mark as you Peter. Guess you have a competitor," she laughed.

Peter whipped his head to the side and stared at Gwen who was examining her test paper.

"So…there's someone who could actually beat Parker, eh? Shocking. Tell me, how do you feel getting beaten by a girl?"

Peter scowled at the annoying voice. "If you must know, Thompson," he snapped. "I've got the same grade as her now bug off! I'm even surprised that you're in the last year of high school. Tell me, how did you manage to continue even though you're grades are terrible?" Peter drawled.

Flash sneered, muttering under his breath. "I'm a lot smarter than you are."

Peter snorted. "Right."

Just as Flash left, Gwen came in which made Peter no longer sulking.

"Congratulations on the test, Peter."

Peter looked up to see Gwen and he instantly had a dreamy look on his face. "Yeah…it was…easy…heard you got the same mark. I must say, I'm impressed though I may need a little extra help," he grinned silly.

Gwen laughed. "Er sure…See you."

As Gwen walked off, Michelle stared at the helpless boy who still continued to stare after Gwen.

"Seriously, Peter? 'I may need a little extra help'? What other lame sayings can you pick up?" she snorted.

"I don't know…"

Ned shook his head. "He's helpless in this state."

Michelle growled. "What I would like to give him is a piece of my mind."

Huffing, she stood up and walked away which made Ned be curious.

"What's got her in the knot?

* * *

Flash growled. He really dislikes Parker. Ever since Parker came in this school, he had been a nuisance, a thorn to Thompson's side. Since Parker started to beat Flash in every subject, he became sour and from there, Flash started to bully him.

But despite all the threats he'd made, there was one thing what Parker did that actually surprised him—though of course, he wouldn't dare to admit it. Parker _stood_ his ground. But since, Parker was the smartest kid in the school, he had managed to get the attention of that adorable new girl—Gwen Stacy. Flash had been trying to land a date with her but she simply refused, stating that she would much rather go out with Peter than with him.

But if there was one thing that made Flash be intrigued, it was that Parker grew more and more mysterious—as though he was hiding something. The incident at the library from last year made Flash be even more curious and from there, he was determined to find out what Peter really is. He was sure that Parker was Spider Man and he would still believe that fact. Parker may be fooling others but he's certainly not fooling him.

Flash would just have to prove it somehow.

And if he didn't know any better, Parker started to come to school late almost every day like today. He nearly made it to science class. Flash scowled though he blinked when the newspaper fluttered on the table.

Every time Flash looked at the article from Daily Bugle, he would usually disagree with his writing. After all, Flash literally looks up to Spider Man—but if he ever was Peter Parker, Flash swore that he would have a change of opinions.

Flash continued to walk down the halls until he stopped when he saw Parker opening up his locker. Though the thing that caught Flash's attention was the way how Parker was looking. It was as though he _didn't_ want to be caught for whatever reason.

Flash hid himself behind the corner slightly so that he wouldn't be noticed. Thompson narrowed his eyes, waiting for some big reveal only to find out that Parker was taking out his backpack. For a short moment, Flash was confused, wondering why Parker made such a big deal about his backpack and not wanting to be caught.

When he was done, Flash saw Parker leaving his locker and he waited for a few minutes before he decided to follow Parker while being careful not to be seen. But it was strange. Parker usually leaves with his goons of what he calls friends, however, that Michelle chick doesn't look that bad.

Realizing that Parker was setting up a fast pace, Flash began to briskly walk so he wouldn't lose him but the minute Peter reached the school's entrance, Flash exited out of the building only to stop as he looked around.

Parker was no longer in sight.

Frowning, Flash walked back as he wondered how anyone can get out of here so quickly but as he made his way towards the front doors, he noticed a small note that stuck to the doors.

Flash picked it up only to be angry as he crunched up the piece of paper and threw it on the ground which read:

 _I know you love me and all but really? You stalking me around is a bit too much, don't you think?_ _If you want an autograph, all you have to do is ask. Better luck next time._

 **Author's Note:** And because who doesn't want to humiliate Flash? XD next chapter we will get to see Tony ^^ and a new character which I'm sure you all want to see in a Spider Man movie—I know I want to. What happens next? Find out! Toodles!


	8. The Event

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Phoenix X 2 for reviewing the story.

* * *

Chapter 8: The Event

Tony stared at the paper he was currently holding. He tightened his jaw while he was re-reading the letter. Apparently, he got invited to an event—a fundraiser—that was held by Alistaire Smythe and it would be an honor if Tony, himself, would make an appearance.

Tony paused as he thought of a certain web-slinger and this could also be an opportunity to learn how to handle a big crowd in the future.

"Anything valuable in the mail, sir?" Happy asked as he made an appearance.

"Not much other than an invitation to a fundraiser that is being held by none other than Smythe himself. I think this would be a great opportunity for Peter," Tony answered.

"So I see."

And as if on cue, Spider Man flipped through the air and landed on the ground with a perfect landing.

"Ha, perfect landing," he boasted before he used his web rush mode to sit at an empty seat that was beside Tony. The chair rolled as Spider Man made himself comfortable. "What's on the agenda, Chief?"

Tony quirked an eyebrow. "Well, glad you came, actually. I needed to talk to you for several of reasons. Got time to kill?"

"Fire it away."

"Well, first off. I've got an invitation to attend a fundraiser—"

"Sounds boring."

Tony cracked a grin. "—Ah but this is where you come in."

This seemed to have Peter perk up.

"What does this fundraiser have to do with me?"

"Because, Peter dear, you're going to attend it with me."

Peter stared at Tony with an incredulous look. He always knew that Tony had brilliant ideas but sometimes his ideas always led Peter to dislike them.

"Wha? You want me to go the event?" he cried out. "I don't wanna go. Those things are so boring. Half the time I spend my time, sleeping there."

Tony rolled his eyes. "You're going. I'll handle Aunt May and besides this is a big chance for you to handle a big crowd—"

"I already know how to handle a big crowd—I've already got a load of time."

Tony sighed. "You're missing the _point_ , Peter."

Peter sighed. "Who's it being held by?"

Tony made a brittle grin. "Alistaire Smythe."

"What? Him? No way! Why would he held a fundraiser if he keeps declining his lies?" Peter exclaimed. "And he's been after my head."

"He's been after _Spider Man_ 's head. Not _Peter Parker's._ To him, Smythe thinks that you're not a threat which is a perfect chance for you to get to know him."

Peter snorted. "After what I found out in OsCorp, I think I've had just about enough of him."

"I still disapprove of that action."

"But I got you that sample of green goo," Peter grinned. "By the way, how's it coming?"

"Nearly there. I'll give you a head ups when it's completed."

* * *

"You mean, you're going to a fundraiser event? Sounds boring," Ned replied.

"Tell me about it. I don't wanna go to some boring old event. I would rather be out there in the field, kicking some bad guy's ass," Peter muttered on a school morning. "But Tony's forcing me to go."

"Sucks to be you."

"Thanks for the moral support."

"But I agree with Stark, though," Michelle spoke. "You could meet new people, know what to say in front of important people and how to not make a fool of yourself."

Peter scowled. "Good morning to you, Michelle. Where'd you come from, anyway?"

"So much for having your Spider sense," she rolled her eyes.

"My spider sense works when there's danger. Which means, it didn't react when you appeared as you are a no threat to me," he paused. "Unless you have some mad disguising skills that I'm unaware of."

Michelle shook her head, grinning with amusement.

"But I'm curious though, why would Smythe would want to invite Tony Stark himself?" Ned asked. "Where the companies are concerned, those two aren't exactly the best of buds, not when it comes to weaponry, anyways."

Peter shrugged. "I'm assuming it would be an honor or something like that," but then raised an eyebrow at the last sentence. "You think Smythe wants to trade off Tony for some weapons?"

Ned shrugged. "I'm not saying that he wants too. I'm just saying that maybe this event is just some sort of excuse for Smythe to get closer to Tony for something. Tony's an honorable man, Peter but he has to watch out for who are friends and who are foes."

Peter sighed. "I know, Ned. I know."

The evening came and Peter found himself dressing up in his tux. While he was combing his hair, Aunt May came in and for a small moment, she didn't say anything as she watched her nephew. It was hard to believe that this boy is all grown up now. It was then where Aunt May knocked on the door which gained Peter's attention who looked in the mirror to see.

"All done?" she asked.

"Uh, sure I guess," Peter mumbled.

Aunt May gave a small smile as she fixed the tie. "What's wrong? I know you're not looking forward towards the event but you might learn something from it. I'm sure Mr. Stark has his intentions."

"Yeah, I suppose. It's just that these events, I always find them boring. What am I supposed to do if Tony's going to talk to some important people?"

"Have you invited Ned?"

"He couldn't come although I'm sure he just made that excuse up."

"What about Alistaire Smythe? You could talk to him about Nanobots since you always wanted to ask some questions about it."

Peter paused. "I suppose."

Although the idea of asking Smythe some questions didn't got set in his mind. When he was Spider Man, back in OsCorp when Gwen was 'interviewing', he had an idea of what kind of person Smythe was.

Aunt May peered over his shoulder to look at the window. "And I think that's him."

Peter turned around to see a luxurious black limo parked in front of the house. He made a small smile.

"He always comes on time."

"Well, as a business man, he has to keep up his appearance."

After a few more touch ups, Peter went down the stairs with Aunt May following him from behind. The doorbell rang and Aunt May was the first to open it. There, it revealed Tony Stark, who was dressed fashionably well, wearing a black and white designer suit.

"May," he nodded.

"Mr. Stark. My, don't you look handsome."

"Well as someone who has a high position, it's important for me to dress properly for the occasion."

She laughed. "I suppose so. Peter!"

"Coming!" he called back. He then came into the view which made Tony smile a bit.

"You look fine yourself," Tony responded.

"Er, thanks."

"Well, you guys have now. Peter, I hope you're going to tell me all about the event when you come back."

"Yes, Aunt May."

She smiled before she hugged me. "Right then. Off you go."

And the two found themselves in the limo and the driver pulled away.

"So, when we get there, what am I supposed? There's going to be a lot of people," Peter said.

Tony placed his arm on top of the seat. "You'll know what to do. Trust me."

After twenty minutes, they arrived at the event and Peter couldn't help but to feel nervous. There were already a ton of people, just standing outside of the elegant building and cameras were starting to flash everywhere.

"Ready?"

"No."

"Great. Now get out."

Peter groaned and then he got out of the door just as Tony did. There were loud cheers and flashing though just by listening to these loud noises, it was a bit overwhelming for Peter who was standing frozen in his spot.

"Smile and wave. Smile and wave," Tony repeated through gritted teeth as he flashed a smile at the audience.

They then walked inside the crowded area while Peter was occasionally glancing around, spotting the tall high ceiling to the white-stoned marble floor as the room contained elegant chandeliers. Soft piano music filled the room over the sophisticated crowd.

"Right then. This is where I'll leave you. It's your chance to socialize with other people," Tony said.

"In other words, you're going to dump me so you can do your stuff. Thanks," Peter responded sarcastically.

Tony feigned a smile before he walked off, wearing a proud look.

 _Man, I'm already bored_ , Peter thought bitterly before he walked towards the beverage section. He helped himself to some drink and sighed, staring at the chattering audience.

As he was staring around the room, he landed his eyes upon a female which made him tilted his head as he studied her. She was alone, leaning against a wall as she was holding her glass of wine. She had platinum blonde hair that had curls at the bottom, landing on her shoulders. The female wore an elegant silver dress, going down to her knees followed by black pumps; there were also silver gloves which reached at her elbows.

The more Peter stared at her, the more she seemed mysterious and he was intrigued by her. As though she sensed that someone was staring at her, the girl turned her head only to catch Peter's gaze who quickly turned around but when Peter turned his gaze back to the lady, he blinked with surprise when she was gone.

 _What…?_

"So, want to tell me why you were staring at me? Am I really that fascinated?"

Peter jumped as he whipped his head to the side and saw the girl.

"Uh…"

She snorted. "Nice response."

Peter narrowed his eyes as the female took a sip of her drink. When she turned to the side to face him, Peter felt his heart skip a beat and all he saw were green eyes staring into his own brown eyes. For a brief moment, he stared into them until he realized that he had to start talking or otherwise, this girl would probably think him as a creep.

"Erm, I'm Parker. Peter Parker."

"Likewise. Felicia Hardy and for a minute there, I thought you couldn't speak. Cat got your tongue?" she replied.

"No," Peter scowled.

"Well then. Let me guess. You are currently being bored and you want to get out of here because these type of events are not your thing. Am I right?"

Peter opened his mouth, forming it in a small _'o'_ and from that simple reaction, it told Felicia that she was right.

"How'd you know?"

Felicia shrugged. "I've always had a thing to read people like a book. And you are quite easy to read, by the way. You might want to conceal your emotions better, Tiger, or people would figure you out easily."

With that, she put her empty glass on the table, giving him a wink before she walked off, leaving Peter be dumbstruck.

"So, how's it going?"

Peter slightly jumped with startle from the unexpected voice and he turned to the side to see Tony who was drinking his beverage; Peter made a small scowl.

"I'm having a blast," Peter muttered.

Tony raised an eyebrow and he stared at the female who just left.

"So, I see that you had met Felicia Hardy. Quite an intriguing lady."

Peter stared at Tony. "How is it that you know everybody?"

Tony sipped the last of his drink before he placed it on the table, shooting him a smile. "I'm a business man, Peter. And as a business man, you go to all sort of events where you meet certain people, important or not. You get acquainted and whether or not if the people like you, they will most likely call you back to know you more. And if they are even more interested, they will probably be wanting to make some trades with your company. It's how it works."

"I suppose so. But how do you keep track of this?"

Tony cracked a smile. "At first, you don't which is why you have an assistant to keep track but you gradually start to remember."

"In all honesty, that actually sounds boring…er, no offense but I would rather much be out in the field, kicking bad guys' ass," Peter stated. "But aren't all companies corrupted? How are you supposed to trust them? I'm surprised yours isn't."

"We all do," there was a small smile but it faltered. "It depends on how you view my company and who deals with it. In some ways, Stark Enterprises is a bit corrupted and as for trusting them," Tony made a dry chuckle. "There's a certain pattern to it. You just have to be careful when it comes to it. But, you have to remember Peter. While dealing with companies, you absolutely have to be careful to who you are going to do trades with."

"And I absolutely couldn't agree more," a voice said.

The two stopped what they were doing and they turned to the front to see none other than Alistaire Smythe.

"Call me Alistaire Smythe," he introduced himself as he extended his hand, waiting for a hand shake from Tony Stark.

 **Author's Note:** *Me grabs popcorn and waiting for the intense moment* whooo, Tony is about to meet Smythe, himself! How will it go, I wonder? And we get to meet Felicia! *before she went bad* Also, I've noticed that you guys are starting to ask questions (which I appreciate ^^) so what I'm going to do is that I'm going to let you guys keep on asking questions and I'm going to create FAQ chapter which is going to be posted by the end of book three. So keep on asking! What happens next? Find out! Toodles!


	9. Friendly Competitors

**Shout Outs:** Thanks to Sonar for reviewing the story. Thanks to MythologyStar for reviewing the story.

* * *

Chapter 9: Friendly Competitors

Tony twitched a smile as he gradually extended his hand out, gripping Smythe's hand and shook it. Peter hesitated as he felt the air around them being intense and he cautiously staring at the two. Part of him still wants to gush that Smythe was actually here, with them, in person but the other part of him wants to beat him to a pulp.

"Tony Stark," Smythe announced. "What an honor. I've heard a lot about you. You're an honorable man."

"Likewise."

Peter made a small quavering smile as a thought came to his mind which made him grinning.

 _Fight, fight, fight!_

In all honesty, Iron Man would whoop Smythe's ass anytime, any day. But the grin on Peter's face faded away when Alistaire turned to his direction.

"And Peter Parker," he acknowledged him. Peter nodded.

"Erm…I'll just quietly fade away," Peter muttered as he sensed that a boring conversation was going to happen. Not interested, Peter walked off in hopes that he could find something to entertain himself for the evening.

"Nice boy, that Parker but sometimes even appearances can fool others," Smythe replied in a low voice.

Tony glowered a bit before he spoke. "What do you want from me, Smythe? You and I aren't best friends. I was definitely surprised when I had the invitation from you, of all people."

Smythe flashed a smile. "You're an honorable man, Stark."

"So I've been told."

"But what makes you think I would _want_ something from you, hmm? Perhaps I merely want to be…" he paused, finding the right word. "Acquainted with you."

"To the public's eye, we pretend that we're best friends even though we're not. You don't fool me, Alistaire Smythe."

"Listen," Smythe resumed as he motioned Tony to go for a walk. "Like you, we're both busy but I think it would be better if two of the greatest companies would merge together. Not only it would be better to the public but it would be good for reputation."

Tony hardened his stare. He already got a bad vibe from Smythe.

"What do you _really_ want?" Tony asked in a low voice.

Smythe chuckled quietly. "Curious as ever. You see, I'm working on a…project one where it needs to negotiate terms. And I thought who doesn't do better negotiating terms than Stark himself."

It was right there where Tony made the connections. Alistaire Smythe slipped even though he may not know it.

"This whole part of the event was just to have me to agree with whatever you're working on?" Tony hissed in a low voice.

Smythe made a small chuckle. "Actually, this part of the event remains true; this fundraiser still has its meaning."

"Well, it certainly feels like it had lost its meaning. You're losing, Smythe and that makes you dangerous."

"However, what my coworkers and I are working on something that can help change the future but we're missing an element and you have a wide range of collections. If you think about it, this could help you in a way. People would look at you from a different perspective."

"Tell me, Smythe, by your definition in what way do you plan on changing the future? For better or for worse? My answer is no," Stark said firmly as he narrowed his eyes; the bad vibe had never left. "My company will not be merged with anyone in the future. Not now. Not ever."

Smythe made a dark chuckle. "We will see. After all, no one can predict the future, now can we?" his expression suddenly went colder and darker. "But you'll regret it. Your answer will haunt you!" he hissed.

Tony glowered at him. "Do not _ever_ threaten me or my company. Or anyone else I associate with. Take this as a warning. If you surpass the warning, whatever the consequences are, do not take them lightly."

Smythe made a small cruel smile before he straightened himself, wearing a pleasant grin.

"Very well. Good day."

With that, Smythe walked back to the crowd; his figure no longer being visible as it faded into the crowd. Tony narrowed his eyes, exhaling a little but as he was about to walk, he stopped himself as he stared at the ground since something caught Tony's eyes. His gaze hardened when he saw the shadow walking away just as he looked up to the ceiling.

 _Peter, you fool._

* * *

"Wait, you think what now?" Ned asked.

It was late in the night and Peter decided to take a pass on Tony's limo since Peter said to him that he wanted to do some late-night patrolling. Understanding, Tony agreed to let him go though Tony still had his suspicious about Peter's real intentions.

"You think that Smythe is building something big but he needs Tony's help and Tony refused?" Ned said.

"I don't _think_ —"

"I know you don't think. Why, half the time it gets you into trouble," Ned chuckled before he shut himself up from Peter's death glare.

"—I _know_ Smythe's building something. I've seen it. But whatever that thing is, it can't be completed without Tony's help. Tony was terrified. I could feel it. And he's not the kind of guy to get scared. He's Iron Man."

"Peter, you're forgetting that Tony's just a man underneath that suit. A man who also has feelings. I guess he's just that good at concealing them," Ned suggested. "But I can't believe you eavesdropped on their conversation. I wouldn't be surprised if Tony caught you."

Peter winced. "Somehow I think he did and I'm gonna get an earful. And I'll be getting another earful from _him_ and from Aunt May if I don't go now."

Ned smirked. "I think this whole Spider business is giving you a rough night. You can't go home without being in trouble."

Peter snorted. "This whole Spider thing got me into trouble since the moment I first got my powers. Right now, sometimes I wish I was normal."

"Right," Ned grinned then paused. "But it's funny though. Every time we look up to someone, they end up being a psychopath…"

"So…that being said, isn't Tony a bit crazy…?"

Ned gave a thoughtful look. "Just a little."

Peter grinned. "A little?" he smirked. "I think he passed that."

Ned giggled but made a thoughtful look.

"What are you going to do about Smythe though? Someone who's that dangerous has to be stopped."

Peter sighed. "To be honest. I don't know. This whole thing is unsettling."

Ned agreed as Peter began to take his leave, jumping on the window's ledge to take off.

"Right then. See you in school, tomorrow."

With that, Peter let himself do a free fall and within seconds, Peter swung himself into the night as Ned grinned.

"Cool."

While Peter was zipping himself throughout the city of lights, he couldn't help but to feel that something bad was going to happen. He sighed when he felt his Spider sense being turned on, muttering.

 _I hate it when I'm right…_

Grunting, Spider Man rotated the other way and swung towards the danger where normally people would run away from threat but in this case, Peter wasn't normal. He eventually reached the scene; the blinding lights from the police sirens were a dead giveaway and it would be a puzzlement how anyone could ever missed that. But as Spider Man arrived to the scene, he didn't expected a crowd at this late hour so what does this scene makes it so special?

Eyes narrowed, Spider Man walked towards the muttering crowd and he didn't liked it when the chattering was stopped since everyone was staring at him. Peter tried to ignore the stares while his heart was furiously thumping against his ribcage.

"What are you doing here?" Officer Watson scowled.

"As far as I'm concerned, this apparently involves me."

Watson scoffed, muttering something 'rotten cross-species' though Peter ignored it and when he reached the front, he suddenly stopped, being disturbed.

There, at the front were what it looked like a disturbing, disorientated figure that seemed to be hanging from something. Peter followed the wounded body and he made it out to be some kind of a large blade that pierced through the body, being hanged from the blade. The thing that was unsettling though was the fact that this shadow scarily resembled like Spider Man. Small sparks were shot out from the machine-like object but something else caught his eyes.

Peter felt his muscles tense as he stared at the written words which was on the wall that had bright red colors that appeared to be dripping down with almost every letter.

 _This is what you get when you bring your friends into this crazy little game of ours…_

 **Author's Note: ** …this is what happens when I'm writing chapters late at night…it goes dark. I think this is the darkest chapters I've ever written :3 and what will Tony's reaction be when he sees this? Of course, nothing good…hehehehehee…*cough* what happens next? Find out! Toodles!


	10. Spider Man's Upgrades

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Phoenix X 2 for reviewing the story. Thanks to HayabusaDragonForce for favoring and following the story. Thanks to Nindragon for favoring and following the story. Thanks to Sonar for reviewing the story.

* * *

Chapter 10: Spider Man's Upgrades

The news of what happened last night spread around the school like wildfire. It seemed that was the only thing people could talk about. Even the Daily Bugle got people talking from outside work. Peter still remained tense from the haunting image that had been displayed and if to make things worse, Tony was on the point of losing his mind. He was now more uptight than before and his guard was definitely up.

Tony even stated that he would come every day after school to pick him up. Of course, Peter refused, insisting that he would be careful but Tony shot down the idea instantly. Because of this mishap, Tony was also being secretive and Peter wanted to know what was going on.

 _ **DISTURBING SIGHTS, INTIMIDATING THREATS**_

Peter glanced at the headline from a nearby table and he heard whispers from the people who were sitting a few seats away from him.

"…It's all Spider Man's fault," one of the students spoke.

Peter recognized him as Trent. He was one of those people who think they're superior—kind of like Flash. If Peter didn't know any better, he would think that Trent and Flash were secretly twins.

"How so?" a girl, Deirdre, asked.

"My mom's _insisting_ that starting from today, she will pick me up and drop me off every day. It's embarrassing," Trent hissed. "If Spider Man wasn't such a threat to Smythe, me coming to school wouldn't be an issue. Hell, I can't even drive by myself without having her telling me to text her whenever I arrived," Trent huffed.

"Oh, that's terrible," Deirdre cooed.

Peter scowled, quirking an eyebrow. Trent then felt that someone was staring them. He turned around to see Peter and shot him a glare.

"What are you staring at, Parker?" he snapped.

"Nothing," Peter shot back.

"Man, I can't believe what had happened the other night. People literally have not stopped talking about it. I bet the News is playing it 24/7," Ned said as they were sitting at their usual seats at the cafeteria table.

"Tell me about it. My dad told me, back at the Police station, it's a mess there," Michelle spoke. "He won't even let me come to visit him like I always do. It's that bad. The scene had everyone on the edge but the question still remains; who would've done it?" Michelle asked, scanning the article as she joined them. She threw a disgusted look, seeing that there was nothing but garbage in the story.

"I have a hunch," Peter replied bitterly.

"What are you going to do about it? You've got to be more careful, Peter. I doubt Tony would let you roam free by yourself because of this," Michelle pointed it out.

Peter suddenly realized what Michelle had said was true. He glanced around as though he was expecting a disguised body guard or hidden cameras which only Tony would know about but yet again, seeing as how Peter hadn't heard from Tony at all, Peter doubt that Tony would send a body guard though Peter could be wrong.

"I doubt it," Peter responded in a low voice. "I haven't heard anything from Tony. No calls, no texts, nothing. I'm getting a bit worried."

Michelle placed on a thoughtful look. "Maybe he's busy? With all of what's going on, of course he wouldn't have the time to say 'hi'."

"But a little 'check in' would be nice, though."

"I guess that's Tony Stark for you," Ned said.

Peter sighed. "I suppose so," he muttered.

After lunch, science came and usually Peter would be excited about having it next but now, he seems so sluggish. He couldn't even pay attention to the subject and got called at least three times. Of course, this would earn a few snickers from Flash and his group though their conversation seemed to have perked Peter's interest and to some extent, he felt a bit irritated.

"How long do you think Spider Man's going to last before his 'daddy' comes to the rescue?" Kong asked, sneering.

Flash rolled his eyes. "You do realize that Spider Man's stronger than you, right? He could pick you up and throw you across the hall without breaking a sweat."

Peter opened his mouth, forming a small _o_ as he just realized that Flash had unknowingly defended Peter. But yet again, Flash was a huge fan of Spider Man, anyway. Meanwhile, Kong merely scoffed.

"But still though. He's not going to last much…whoever is behind the stunt seems pretty keen on wanting to annihilate Spider Man."

Flash gave a thoughtful look and he grinned. "Do you suppose I will make a better Spider Man?"

And that's where Peter dropped his papers and he instantly went down on his knees, slowly picking them up.

"Why don't you be him? Everyone's wondering whose behind the mask," Deirdre cooed.

Flash grinned stupidly. "Yeah, I would be a great Spider Man. I can do half the stuff he can do. I'm better than him anyway."

Peter quirked an eyebrow as he picked up the last paper. _Right._

After picking up his papers, Peter walked back to his seat, irritated and slammed his paper down on the table and made a moody look.

Michelle sighed. "Now what happened?"

"Nothing."

While the school was coming to an end, Peter discovered one thing. Even though he had more on his plate to deal with, he now has to worry about Flash and being troubled about Flash was the last person he wanted to be concerned about.

* * *

Peter breathed out a sigh of relief as his mentor tightened his jaw, being tense. Almost right after school, Peter had received Tony's text message to meet him at the Stark Enterprises and needless to say, the boy had been relieved to hear from Tony.

But this wasn't quite the greeting Peter had expected. The minute he got here, the air around them felt unnerving and intense.

"I do apologize for not keeping you in touch, Peter but there's a lot going on around here," Tony replied grimacing.

"Like what?"

Tony drew in a sharp breath as he glanced at Happy who gave a nod. He let out a breath and spoke.

"Ever since…that stunt had been pulled, people had started to question whether Iron Man is good enough of a mentor for Spider Man."

"What?!" Peter cried out, jumping from his seat. "But I want you as my mentor—"

Tony made a quavering smile. " _You_ do but the public doesn't. They claim that Iron Man can't keep Spider Man under his wing and all that crap _so_ in two months from now, I must attend a hearing. If the favor is in my side, I will resume being a mentor to you, if not, then I must resign and stand down."

Peter felt deflated, sitting down to his seat as he stared bitterly at the floor. It just wasn't fair. If anything, they should go after Smythe.

"Peter, I want you to listen to me," Tony murmured, sensing that Peter was upset. "Do not worry about this. This is not yours to worry about. Everything will be fine, you'll see."

"It's not fair…" Peter mumbled.

Tony cracked a weak smile. "Life's not fair and no one said it would be easy. Keep pushing through and you must remain strong."

"Who's going to look after Stark Enterprises?"

"Oh I will still be around, don't you worry," Tony replied as he felt a hidden plan coming to his mind. "When that time comes, Pepper will be helping out. I trust her enough. However, there is also another reason why I have called you. I guess you could say this news would be more…lighter."

Peter lifted his head as he watched Happy giving an item to Tony who took it.

"New web shooters?" Peter asked as his eyes sparkled with delight. Tony grinned.

"Yes as I think that it's rather time for a new upgrade, don't you think? I think your old one is getting a bit…rusty. These one are your new and improved web shooters. They are still electric proof but they have added features. The new webbing is called Magnetic Webbing; they are able to interfere with any remote controlled frequencies, being fused with magnetic particles. Quite handy, if I do say so myself. You also have LED light which will flash red to indicate if you are ever running low on webs while in action and I think you will find an advantage to other features," a spark was seen in Tony's eyes.

Peter felt eager as he wanted to try out the new tools from the well-designed web shooters. The web shooters was a midnight black color with red linings and to the side, there were patterns of the spider engraved to both sides. Peter traced the design with his hand and it felt rough and cold.

"Cool," Peter breathed as he grinned from ear to ear.

Tony paused as he gave a thoughtful look. "Oh and uhm," he cleared his throat. "Don't touch that button…the one on the side…"

Peter curiously turned the gadget to the side and saw the button.

"Why?"

"Er, trust me. Just don't."

The boy gave a strange look but shrugged it off. If Tony said not to touch it then he won't. Tony probably means well though for the life of him, that damn button got Peter be even more curious about it.

* * *

Alistaire stared at the large machine that was in front of him with a hardened look. They had to continue to build the contraption with or without Tony's help. He hoped that the conversation what they had would've went smooth but it didn't. That damn Stark refused. Because of _him_ , Smythe had to think of other plans in order for him and his brat to get off his trail. At least for the time being.

Smythe grinned cruelly.

This plan of his would have them be constantly on the run and he can't wait to get his revenge on Stark.

Him and that little rodent of his.

 **Author's Note : **Good ol' Smythe…tsk green doesn't become you :'D but shit is about to go down and yes, Spidey will also have his suit be upgraded as well but it will be sometime in the future ^^ and Flash…you stupid fool…just—just stay on the ground, will you? What happens next? Find out! Toodles!


	11. Infectious Disease

**Shout Outs:** Thanks to Nindragon for reviewing the story. Thanks to Phoenix X 2 for reviewing the story. Thanks to MythologyStar for reviewing the story. Thanks to Sonar for reviewing the story.

* * *

Chapter 11: Infectious Disease

The scientist looked at the data that was displayed on the computer screen. Everything seemed stable and was ready to go.

"Are you sure you want to do this? You do realize that once it is realized, there is no going back."

Smythe narrowed his eyes as he stared at the large window which showed the mutated creatures. He turned his gaze towards the scientist and stared at the data.

"Yes. You have my permission. Do it," Smythe ordered.

"Very well," the scientist spoke as he pressed the button. And then, loud blaring alarms rang through the room which made Smythe grin.

* * *

"You got new upgrades?" Ned asked, gaping at the web shooters.

"Yeap," Peter grinned as the gadgets gleamed dully under the library's light. They were huddled around the table that was in a far corner, slightly secluded from people.

"So what do they do?"

"I have Magnetic Webbing which I think it will be the most useful thing that'll had ever been invented. There's also LED light and well…that's all I know," Peter admitted. "I haven't got a chance to try it out with what's been going on around. Oh and there's this button at the side where Tony told me not to touch it."

"Why?" Ned quizzed.

Peter shrugged. "I don't know…"

It was then were Ned gave a short glance to it before a mischievous spark came in his eyes. He looked up and saw that Peter had the exact same look.

"You thinking what I'm thinking? Ned grinned.

"Yep."

Just like that, Peter pressed the button and in a blur, the string shot out from the end as it got latched to a book's spine. It then yanked the book out of its spot and the two ducked their heads as the book went flying over their heads before it struck the wall. Before it even had the chance to fall, the remaining web got stuck to the book and it let out an electrifying zap which made the two boys jump with startle.

The book then fell to the ground, in ashes.

They stared at the burnt pile for a while until Peter spoke.

"Now I know why Tony didn't want me to touch it," he said as Ned nodded mutely.

Ned paused. "Wait…whose going to pay for the book?"

"Uhm…"

"We…we will just say that a giant mutated creature caused it like uhm…that one," Ned said, motioning to the creature that was suddenly attacking the library.

"Yeah and—wait, _mutated creature_?" Peter sharply turned around and the next thing he knew he saw a flying table heading towards their way. "Table!" he cried out.

He quickly pulled Ned down but Peter stood his ground. He climbed the seat and used his webs to swing around the oncoming table, easily knocking it off course so that the desk smashed into the nearby bookshelves. Peter narrowed his eyes as he stared in front of him with a widened expression.

"Woah where'd you come from?"

As if on cue, the creature stood in front of a table that was across from Peter and he gave out a roar.

"Ned, get out of here," Peter replied.

"But—"

" _Now_."

Reluctantly, Ned peeked from his hiding spot and when he saw an opening, he made a mad dash towards it. Unfortunately, this didn't went unnoticed from the creature but Peter was fast enough by performing a flip in the air and he landed on the ground in a fighting stance.

"Don't think so, pal."

The creature let out a roar before it charged towards Peter who got ready to shoot.

"You know, right now would be a good time for Spider Man to show up," Peter said before he jumped over the creature and went to the other side.

The creature paused in its track, slitting its eyes as it began to scan around in order to find the boy. Two second later, Spider Man suddenly showed up at the scene since he flipped over the bookshelf and landed on the top of another shelf.

"Hey, you lookin for me?"

The beast snarled as it started to throw chairs at Spider Man who dodged it left and right. However, at the last two, he narrowly avoided them as he spun himself between the chairs and then landed on the ground.

"Ha. Is that the best you can do? And uh if you don't mind, I would like to take a sample of your blood. I promise I would give you a lollipop when it's all over."

The creature roared which made Peter sigh.

"Of course not."

The beast then made a fast dash which in a blur tackled Peter to the ground. The two wrestled for a few seconds until Peter was able to be on top of him, pinning his arms to the ground as he took out the syringe from his belt.

"Now stay still. This won't hurt a bit."

Being stubborn, the mutated animal used its massive strength to push Spider Man out of the way. Peter grunted as his back got slammed on the ground but he quickly got up only to see the beast running away.

"Aw, come on."

Spider Man hurriedly chased after him, running through the halls as people exclaimed from the hideous beast.

 _Normally, the principle would throw a fit if a person was running in the halls. But desperate times call for desperate measures. Where are you running to?_

The two found themselves outside of school and Peter used his webs to sling across the streets. He then landed on the ground, continuing to run after him until Peter jumped through a hole only to land with a _splash_.

"Ugh, yuck. Sewer waters," Peter complained. "Why does it always have to be the sewers? Alright…now to find that…thing. Where did it come from?"

He continued to trek down, feeling the horrible liquid against his body while the pungent stench was hanging in the air. Peter wanted to vomit but he held it in as he continued to follow the water. It was too silent except from the sound of the sewage and he climbed out of the water so that he was on the firm ground but when he turned at a corner, Peter drew in a breath and his eyes watered from the horrible stench.

There was a disgusting green goo, splashed all over the place—from the ceiling to the ground. The mouldy smell choked the air as there were small rodents which mainly consisted of rats that were at the end of the hall, scurrying around. The goo almost felt like hot, sticky acid and whatever Peter had for lunch, it made him nearly drop it but he held it in.

Peter drew in a breath before he used his web rush mode in order to reach to the other side where he landed on the ground. He sighed as he scanned around the area to search for the beast. Spider Man looked up to the wall and he used his webs so that he was attached to it and began crawling.

It wasn't too soon where he finally found the beast and he seemed to be attacking what it looked like to be robots—the kind of what Smythe would build. But why would they be here?

Spider Man sighed, muttering under his breath as he saw that the robots started to glow a bluish white color which could mean only one thing.

 _Of course I have to save everyone. And what does that get me? Trouble. In a hell a lot of trouble._

Spider Man then jumped from his spot as he just in time pulled the beast out of its spot and the robots blew up though the two were sent flying for a bit since they got caught in the shockwave.

"Ungh…" Spider Man laid there, dazed but from the sudden snarl of the creature brought him back to reality and he quickly realized that he was about to be…attacked.

"Hey, is this the thanks I get?" Spider Man shouted though that made the animal give out a roar. "Alright, cool your jets…"

The mutated creature charged towards Spider Man who leaped in the air to avoid the charge.

"Now that's enough!" Spider Man threw punches and kicks in attempt to knock it down but as he was battling the animal, at one point, Peter wasn't being careful and when Peter started to avoid an attack, the creature managed to make a swipe at Peter's arm, having its claw to make a scratch as it ripped a piece of his suit.

Spider Man hissed but ignored the stinging pain since he resumed fighting the brute.

When the creature started to lose its grip, Spider Man used this chance to release his webs which got attached to the beast. He swung the infected animal around before he threw it in the air then back down to the ground.

"Look, I only need a bit of your blood," Spider Man struggled to get the needle in but this brute threw more of a fight than Spider Man had expected. At last, the syringe pierced through the animal's body and once it was filled, the beast threw Spider Man off him and it began to scurry away.

"You know, normally this is where you would get a lollipop but I'm out of lollipops…and out of time," Peter groaned as he realized that he's going to be yelled at. "Man, this is all your fault, you know that?"

The beast gave another roar before it disappeared from sight.

Spider Man sighed though a list of endless questions roamed inside his head.

Where _did_ he come from?

The next day, however, was a mess. Headlines were written all over the newspaper and even the News were broadcasting of what had happened. But perhaps what caught more of Peter's attention was the News than the newspaper.

"… _The police are still puzzled as they are figuring out where this disease is coming from. The police are urging citizens to stay at home until this infection have been stable and controlled. A cure is currently in process of being developed…"_

Peter hardened his gaze as a small flashback entered his mind from the previous fight with the mutated creature. Could the disease came from them? He winced when the injury from yesterday began to sting again; it was irritating and he knew he wasn't supposed to scratch it but it helps.

"That's awful," Aunt May spoke, brining Peter back to reality. "Those poor people…"

"You really think there's going to be a cure for this?"

"With today's technology, I'm sure the scientist are able to produce something," Aunt May replied as she tore her gaze away from the TV. She frowned when she Peter absent-mindedly scratching his arm. "What's wrong with your arm?"

Peter blinked as he mentally slapped himself for getting caught. "Er…it's nothing. Rough day at the gym yesterday."

She made a thoughtful look before she spoke. "Didn't the school also got attacked?"

"Uhm yes…but Spider Man came in and saved the day."

She frowned. "Yes but I think he caused more damage than saving."

Ouch.

"But he's done nothing wrong," Peter insisted. "He's only doing his job to the best he can. I'm sure it's not easy for him."

She sighed. "I just wish that Iron Man would control Spider Man just a bit more instead of giving him so much freedom."

"But he's only a mentor for Spider Man."

"Peter, I trust Tony Stark, really I do but sometimes I think that man is getting more than what he bargained for. If he can't keep Spider Man in check then who will? I'm sorry, Peter, but I'm only worried about your safety."

Peter felt his muscles being tense as he let out a breath. "Aunt May, nothing's going to happen to me. I will be fine, I promise."

Aunt May bit her lip but she hugged her nephew who in return hugged her back.

"I love you," she whispered.

"I love you too."

After the small conversation he had with his aunt, he went back to his room as he carried the newspaper and he sat on his bed, reading the today's article.

 _ **ATTACK ON MIDTOWN HIGH**_

 _Since the attack on Midtown High, parents had been on high alert and are concerned for their kids. Most of them were even thinking of pulling their kids out of the school and being enrolled to a new one. The parents are also being concerned about their kids' safety about Spider Man—_

Of course, if there was one thing where Peter absolutely loathed, it was the fact that Jamieson actually _liked_ to point out the flaws of Spider Man which made Peter be irritated. He honestly hoped that Peter would do something about it, sooner or later before he loses his sanity completely.

 **Author's Note:** Damn, this city is going to hell…and don't worry, Peter _will_ do something about the Daily Bugle, just not now but soon… ^^ what happens next? Find out! Toodles!


	12. Congenial Fears

Chapter 12: Congenial Fears

Flash sneered as he watched the News. If he didn't know any better, the city was going to hell. He paused as he went back to the previous conversation with his group as he was actually considering it. Flash bet that the real Spider Man would be pleased and hell, this would do well for Flash's reputation and the fact that Flash can officially say that him and Spider Man are best pals.

Flash grinned stupidly as he made a thoughtful look. He was lucky enough to know someone who designs costume and he just hoped that this person would be able to do Flash's favor. Actually, Flash _knew_ that this person would do his favor.

Smiling smugly, Flash grabbed his backpack and his phone before heading downstairs though he called out.

"Hey, M! I'm going outside to a friend's house!"

"Hang on! I'm going to drive you!" his mom called back.

"Er no. No. It's fine. I'll be in my car and I'll drive myself. I'll text you, promise."

Flash heard his mom giving out a reluctant sigh. "Very well. But the _minute_ you get there, you better text or so help me."

Flash rolled his eyes. "Yeah, yeah."

He closed the door and headed out and once he reached his car, he stuffed his things in the back seat before he sat on the driver's seat. The engine roared to life as it got turned on and then he drove off to his friend's place.

Flash reached the house within a few minutes and he grinned when he spotted his friend who was in the garage, working on his motorcycle. Loud blaring heavy rock music was heard and Flash rolled his eyes at his friend's lack of music. But really though.

Did he _had_ to put the music up so high?

Sighing, Flash got out of his car, locking it and he strode towards the entrance where he knew it would take some yelling in order to gain his attention.

"Hey Brent!" Flash shouted.

Seeing that didn't get his attention, Flash smirked as a plan was formed and he went towards the stereo and unplugged it and because of this, it earned an uproar.

"What the hell?! Who turned off my music!?"

Flash chuckled evilly as he watched Brent sliding up in order to get up from his spot. When he came into the view, the guy looked around as he was trying to spot his victim—er guest. He sighed once he spotted who it was.

"Oh it's you. What do you want, Flash?" Brent asked.

"What? No 'hello' to your old timer best friend? Well, I'm hurt," Flash gave a fake hurtful look.

Brent grinned. "You prick. Haven't seen you in ages. What's up?" he asked as they gave a bro hug.

"Nothing much other than thinking that this city is going to hell."

"I know what you mean," Brent paused. "So uh…how's your love for Spider Man going? The last I heard, Spider Man isn't doing a good job."

Flash scowled. "He's doing the best he can. He's only one guy. Cut him some slack."

Brent snorted. In most ways, Brent looked handsome such as his looks. His blue piercing eyes sparkled in the dull light. He wore a muscle t-shirt as it showed off his biceps which looked like it had taken him months in order to achieve his goal. He was a bit skinny and had the same height like Flash while his blond hair went all over the place.

"But really though. If you love him that much, why don't you ask him to marry you?"

"Hilarious."

"Now…why are you here?"

Flash made a thoughtful look as he was thinking up the most believable story he could make up.

"Well you know how I'm taking Drama class, right?"

"It suits you. You're full of drama," Brent grinned cockily.

"Little prick," he hissed. " _Anyways_ , we have this project coming up and we could do any topic—"

"And let me guess. You want to do Spider Man and you want me to design a Spider Man costume, right?" Brent clucked his tongue. "Well then. What's in it for me?"

"I'll let you drive my car but you _better_ not make any scratches on it."

Brent grinned. "Deal. I'll have your costume within a week."

Flash smiled gratefully. "Cool. Thanks, bro."

"Anytime."

Throughout this week, Peter couldn't help but to stare at Flash who was acting rather odd. Yet again, Flash was always strange but this time, it was even stranger; even for Flash.

"Hey, why's Flash so happy?" Peter muttered.

"I dunno but have you seen Michelle? I haven't seen her since morning," Ned said.

"Er…"

Peter just now realized that Michelle wasn't with them like how she always was. It was a good thing that Ned pointed it out or otherwise, he would've forgot her completely but it wasn't Peter's fault. There was so much things going on as Spider Man and Peter that he hadn't got the time to relax. Everything had been so uptight.

"Er no…no I haven't," Peter finally answered.

Ned sighed. "I just hope that she's okay…"

"Yeah…" Peter mumbled as he found himself scratching his arm though that made Ned frown.

"What's up with your arm?"

"I got a stupid scratch from that mutated creature—you know, the one we saw the other day in the library? The damn beast injured me."

Right there, Ned slid away from him which made Peter pause as he scowled.

"I'm not infected," he scowled.

"I'm not taking any chances."

"How can I be infected if I already got infected?" Peter asked exasperated. "Come on, Ned."

"Nooo stay away from me!" he cried out. "I don't wanna be a cross-species."

"You make it sound like its bad and remember, who you're talking to."

Ned grinned sheepishly.

At the end of the week, Flash earned a text message from his friend where he was jumping with excitement though this received strange reactions from his friends.

 _Come pick it up whenever you want to._

"What got you so excited?" Kong asked.

"Nothing."

Almost right after school, Flash eagerly jumped out of his seat but this made Peter be curious. Eyes narrowed, Peter waited until it was only him and Flash and when it was, Peter peeked out of his corner as he watched Flash taking out his backpack before he closed his locker. Peter waited for a few minutes and then he resumed following Flash who quickly got into his car and drove off.

Peter made a thoughtful look before he smirked, having an idea coming into his mind. Smiling gleefully, Peter quickly ran out of the school and hid himself in a secluded area. In a few seconds, Peter found himself zipping through the city as he chased after the black car which took a good fifteen minutes until Flash finally parked outside in front of a house.

Peter stayed hidden while being close enough to the house. Unfortunately, his hiding spot wasn't that great and he wasn't able to see what the guy was handing out to Flash. Almost immediately, Peter threw out his Spider Tracer and with a perfect aim, it got latched onto the stereo. During his free time, Peter upgraded his gadgets.

Spider Man tuned in the frequency of what he wanted to hear and when he heard their voices, he paused to listen.

"…so it's done? Like done, done?" Flash asked, a bit too eagerly.

"Yes it is," the guy spoke. "I even got the devices to work for realism."

Flash let out a breath. "Oh, you're amazing!"

"Yeah, I know I am," he boasted. "Now…about that deal…"

Flash rolled his eyes. "Just come over to my house on Saturday…"

The guy grinned. "I'm counting on it."

Peter frowned. He wasn't able to see what Flash was holding as he immediately stuffed in his backpack but whatever he and that guy was planning, it couldn't be good. It couldn't be good at all.

* * *

Flash smiled. The costume was a bit too tight and it was a bit uncomfortable but he supposed that he would eventually get used to it just like Spider Man. But maybe he should've rethink his plan since the minute he looked down from the roof, he suddenly froze up.

It wasn't incredibly too high but it was enough for Flash to actually be scared off jumping.

Flash scoffed, being ridiculous at the thought of being afraid of heights. Sure, it was a common fear but if he was going to be Spider Man, then that's what he needed to get rid of. Spider Man wasn't afraid of anything and nor was he.

If the vigilante could do it then so can Flash.

 _Right, I can do this. There's nothing to be afraid of. All I need is my wits and guts and timing…_

Flash took a breath as he went back a few steps, shaking off the trembling feeling he had that ran through his body.

 _I can do this…I can do this…_

And then he stopped walking. Taking a deep breath, Flash began running and then he jumped off while he extended his hand out, expecting for the webs to pop out. But when they didn't, Flash began to panic.

 _Oh nonononono…_

Flash yelped as he let out a scream and in his panic state, he extended his hand out once more and this time, webs shot out from the other end. Flash gasped as he quickly grabbed the string and he found himself swinging through the city, letting out an exhilarating scream.

" _THIS IS AMAZING_!"

He felt the breeze blowing in his face but nonetheless, he enjoyed it. It was much easier for him since he was already an athlete. He flipped through the air, continuing to shoot out his webs from the shooters until he reached at the top ledge of a building that happened to have the US flag which swayed in the small breeze. Flash stared down at the city with a grinning face and he flexed his arms, feeling the suit and the adrenaline rush.

This was awesome.

With a non-stop grin, Flash dove down as he let himself do a free fall before he released his web shooters, resuming his swinging. This was honestly a new experience for Flash and for the first time in his life, Flash was finally able to feel what the original Spider Man felt.

As he swung around the city, he decided that he should probably go home or otherwise his mom would have a fit. As he was turning around, all of a sudden, Flash heard sirens. For a brief moment, he stopped swinging as he landed on a nearby platform and watched the police cars zooming down the streets.

Flash paused. What would Spider Man do?

Of course he would chase after them.

Smirking, Flash leaped down from his spot and began to chase after the car.

 **Author's Note:** …Flash, honey, don't be so stupid and leave the real work to professionals, m'kay? Or otherwise you're definitely going to piss off the real ones…BUT the question still remains…will Flash succeed? And what _did_ happen to Michelle? Find out! Toodles!


	13. Unwanted Allies

**Shout Outs:** Thanks to ISBtheepic for reviewing the story.

* * *

Chapter 13: Unwanted Allies

Flash drew in a sharp breath as he landed on top of the police car. He made a thoughtful look before he began to shoot his webs, having them attach to nearby objects that would be able to stop the runaway car. Flash grunted while throwing a mailbox in order to throw the car off course. He succeeded and the vehicle went flying to the side, twirling in the air.

Before the car could even hit the ground, Flash quickly used his webs to flip it over once more before having the vehicle be trapped in a huge lining of webs. The police car screeched to a halt which nearly made Flash lose his balance.

But as the rest of the police cars came to a halt, there was a crowd that began to surround the scene and they all cheered on Spider Man.

Flash grinned as he straightened up, enjoying the cheers from the audience.

Up above, on the top of a building's roof, the original Spider Man narrowed his eyes as he stared down, witnessing the action that was performed by the other…vigilante. With a hardened stare, the real Spider Man turned to the opposite direction and left with a swing.

* * *

 _ **A NEW SPIDER MAN?**_

Peter felt his grip hardening on the paper as his knuckles turned white and right here, he wanted nothing more than to rip the newspaper. He gritted his teeth and took several deep breaths. Ned watched his friend with an uneasy glance and he cautiously moved away from Peter who looked like he was about to blow his top.

"If I _ever_ find out who the imposter is, I'll be their own worst nightmare!" Peter snarled as he stuffed the newspaper in his mouth to keep him from screaming.

"Life's tough," Ned muttered. "No one said it would be easy."

"Aren't you the clever one?" Peter replied sarcastically.

As if to make Peter be even more irritated, Flash came strolling in and he had to stop.

"Of course you would have a newspaper," Flash drawled.

"They change every day, you see."

Ned let out a shaky laugh but he ended up doing a small cough to cover up it up.

Flash sneered until he now saw that there were only two of them.

"What happened to the other loser? Dropped out of school?"

Peter growled though Ned sensed that Peter wanted to beat Flash to a pulp. Peter was ready to get up, anyway but Ned kept hoping that his friend wouldn't lose his cool. If he did, then Peter would wind up in a detention…again. Like last year.

"Uh, Peter…calm down…" Ned hissed as he dragged him down.

"You know, I think the new Spider Man is far better than the original one in my opinion. You see, I think the people are ready for some changes."

"Flash, darling," Ned drawled. "How can people accept another Spider Man if they didn't accept the original one?" he grunted when he felt a kick in his leg.

"It's simple. They want something new and most people can easily adapt to new changes," Flash smirked. His eyes landed on Peter who had been awfully quiet. "What's the matter, Parker? Cat got your tongue?"

"I _think_ that this so called new Spider Man is a fake. A copy cat! Nothing more, nothing less and if he had even an ounce of sense—which I'm sure he doesn't—he would stop being Spider Man before the _real_ one comes for him!" Peter hissed before he stormed off.

Ned laughed sheepishly. "He's under pressure right now…I mean with the exams and all…hehehe… _Peter_!" Ned jumped out of his seat and chased after his friend though Flash made tilted his head with a curious look on his face as he stared at Peter.

Meanwhile, Ned kept running towards his friend.

 _Man, for someone who's angry, he walks fast._

"Peter!" Ned called out as he finally caught up with him. He grabbed Peter's shoulder and sharply turned him around. "What were you thinking? If you blew up your top just a bit more, Flash would've figured out what you really were. You're so careless."

"Ned, not now. I'm gonna find this imposter and put an end to it. Spider Man is and will be forever more _my_ thing. If someone _dares_ try to copy it, then so help me," Peter replied.

Ned sighed. Peter was really quite stubborn. He was about to speak until Ned paused as he glanced over Peter's shoulder, staring at the scene with an open mouth. He would recognize that person from anywhere.

"Is that…Michelle?"

Peter raised an eyebrow before he turned around only to stare with wide eyes. It was indeed her but for a split second—the way she was dressed—it nearly threw Peter off.

"It is!" Peter cried out. He started to run after her but stopped himself. A Cheshire grin came as an idea came to his mind. "Hold on. You go to her. I've got an idea…"

"Let's hope your idea doesn't get yourself killed."

Peter rolled his eyes as he vanished from sight. Shrugged, Ned went towards her and had a small smile.

"Hey Michelle!" Ned exclaimed cheerfully.

Slightly startled, Michelle turned around only to give a quick smile before it faded. She resumed taking her things out of her locker but that made Ned be curious.

"Haven't seen you in a while. Anything the matter?"

"No. Nothing's wrong," Michelle flashed a weak grin. "There's just so much shit happening around here and I've been really under pressure lately…"

"And what…?"

Michelle raised an eyebrow. "And what?"

"You're my friend, Michelle. I know what's wrong and you don't seem your happy self. So, what else happened?"

"Nothing," Michelle insisted.

"Well hello there, pretty lady," a voice announced.

Ned raised an eyebrow and looked to the side only to have his jaw drop open. He gave a shake of his head while repeating the same sentence: _bad idea, bad idea…_

There was Peter, who was dressed as Spider Man, and he was hanging upside down from the web.

"Really Peter," Michelle mumbled.

"What? The fact that I'm incredibly handsome?"

Michelle quirked an eyebrow before she grabbed an item from her locker and with a _snap_ , Peter was sent falling down to the ground. Ned sniggered at Peter's misfortune as Peter groaned.

"Was that really necessary?" Peter whined, rubbing his head. "My Webbings are supposed to be strong, meaning that not even a pair of scissors could break them."

"What a tragedy," Michelle replied but that did put a small smile on her lips.

* * *

Flash, dressed as Spider Man, stared down at the city. Apparently, trouble was brewing but he had a difficult time, trying to figure out where it was. What would Spider Man do? Of course, the original Spider Man would use his gadgets to find the source but he had nothing other than his wits.

Flash made a thinking look as he began to narrow down his list of the potential locations where the thugs would be hiding out. It would usually be in a deserted alleyway or an abandoned small shelter. Eyes narrowed, Flash performed a free fall until he released his web shooters, zipping through the city in order to find the source. Naturally, this is wasting time and Flash admitted that he didn't thought of this thoroughly but nonetheless, it was beyond exhilarating and he couldn't believe that the original Spider Man was able to do this every single day.

As Flash made a turn, he didn't realize that he would soon be in contact with the real Spider Man. Just to his luck, Flash stopped on the edge of a ledge from a small store and he narrowed his eyes when he saw what it looked like a figure who happened to be running down the streets.

 _Ah, bingo. I got you._

Grinning, Flash began to head in that direction, chasing after the thug who ran down the alleyway though Flash stayed hidden in shadows. Eventually, the thug slowed down but he continued to walk until he reached his destination. But as Flash followed him, he got more than what he bargained for. When Flash got to the location, he suddenly saw three more men who looked bulkier and more menacing.

Thinking that he could take them down, Flash continued to hide in shadows and watched the scene like a predator.

"About time you got here, you little runt," one of the large men replied in a gruff voice.

"Sorry," the mugger stammered. "Police were on my tail and they wouldn't be shaken off."

"Whatever. Now gimme that," the first brute snatched the bag from the person. The fiend grinned stupidly though he suddenly had a dark expression. "You did good, fellow but I'm afraid this is where our partnership ends. Boys, take the runt out."

The thug widened his eyes as he stepped back. "W—wait, please! I'll get more!"

"I hope you realize that you squealing won't make much of a difference. There's no one here except for us. You'll be forgotten," the second hooligan gave a toothy grin.

Flash narrowed his eyes. _Not on my watch._

Just like that, Flash shot his web shooters and headed into the scene. He was able to kick the second criminal down.

"Go kid," Flash replied as he stood in front of the person. Without a second thought, the thug made a mad dash which left only Flash and the three brutes.

"So, Spider Man eh? You think you're all tough, do ya?" the third person spoke as he cracked his knuckles. "Don't worry. We'll be sure that you won't be able to walk for at least a week!"

Without a plan, Flash instantly shot out his web which managed to blind the first criminal. He grinned though the next move, however, Flash didn't anticipated it at all. The next thing he knew was that he felt a strong punch against his jaw which made Flash stumble to the side but without wasting a second, the second thug quickly delivered a blow in the stomach with a kick.

Flash grunted as he stumbled backwards, falling to the ground. Dazed, Flash blinked the stars that were in his eyes and he tried to get up but he felt a strong pair of hands grab his shoulders and was thrown so that Flash stumbled through a pile of garbage cans.

"You're not so tough, are ya?!" the third fiend laughed.

Flash grunted as he staggered up, using the wall for support and he started to run to the opposite direction. The brutes laughed.

"You're not that brave! You're just some kid in a costume, pretending to be a hero! Run, run all you like! I'm still going to find you!"

 _Gotta get out of here…_

Flash released his webs in order for a fast getaway but when he was lifted up, Flash hissed and was automatically brought back down. There was too much of a strain in his body, making it almost impossible for him to escape with the webs.

 _Must…try again…_

It was there when the thugs started to catch up with him. Eyes narrowed, Flash unleashed his webs while trying to ignore the pain that shot through his body but this time, though, he found himself flying in the air but as he turned around the corner, he didn't expect to have someone else come in. The two of them collided against one another which forced them to fall to the ground. They grunted as they came to a halt and Flash was dazed when the collision came.

"Ungh, what happened…?" Flash muttered. It took him five seconds to realize that he had collided with the real Spider Man. "Spider—"

"Watch where you're flying, will you?" the real one grunted. "What the heck are you doing?"

"I was just trying to help—"

Peter snapped. "Look; I don't _need_ your help. I'm fine on my own. Now, just get out of my way and let me deal with the mugging."

Flash, unknown to Peter, frowned. "How'd you kno—"

"I have my ways now get out. I don't need an imposter who's just going to waste my time. If you're trying to _be_ Spider Man then act like one although I don't recommend because I can see that you're doing a _fantastic_ job at it," Peter spoke sarcastically.

Flash felt anger rising and he even felt a small tremble of fury taking over his body. Before Flash had even the chance to speak, the three fiends from earlier eventually caught up and the three of them took out their blades from their pockets.

Flash narrowed his eyes as he got up, being ready in his fighting stance though the real Spider Man stood in front of the fake one.

"Look: forget about it. Go home and let me deal with it—"

"But I can help—"

" _I can do it_!"

Flash closed his mouth as he watched the real one going into action.

"Hey guys! Missed me?" Peter asked, grinning. This seemed to have a small pause with the thugs.

"What the—there's two of 'em?"

The second one grunted. "It'll be a piece of cake. It's like taking a candy from a baby."

"Ah-ha, that's where you're wrong my friend," Peter grinned. "Because I'm the real Spider Man!"

With that, Spider Man released his webs that got attached to the side from both of the walls. The fiends ran into it only to have them bounce back as Peter flipped over his large web in order to reach to the other side.

"I don't think you'll be needing these," Spider Man spoke as he took away the first brute's blade. Grinning, Peter released his webs once more but this time, it got attached to the first criminal's pants and he pulled it down which revealed his underwear that had Spider Man's designs. "Well, I never knew that you were a fan of me. I'm touched. Aww, did I embarrass you?"

Growling, the first fiend started to attack but he didn't had the chance to throw an attack since Spider Man had already shot out his webs to push him back. With that one out of the way, there were only two thugs left though both of them still had the blades.

"Right, I forgot about the extra blades…"

"Spider Man, watch out!" Flash cried out.

Unfortunately for Flash, his warning came too late and he tried to make it up for it by heading into the action itself. He climbed over the webs and pulled the real Spider Man out of the way or so he thought. Flash didn't realize that the second mugger made a smart move for a change by going to the side—the part where the real Spider Man's side wasn't guarded—and made a slice at his shoulder.

Peter cried out from the wound though that made Flash widened his eyes.

"I'm sorry—"

" _Get out of my way_!" Peter pushed him out of his way and he resumed defeating the thugs by tying both of them in the end so that they were wrapped in a cocoon of web.

Peter leaned against the wall as he held his injured shoulder with his good hand. Flash stared at him, unsure of what to say.

"Spider Ma—"

"Don't worry about it," Peter replied. "As I told you before, if you had just stayed out of my way, I wouldn't have gotten hurt. Now drop the act before someone else gets hurt, understand?" Peter then straightened himself up as he started to walk away from the fake one. "If I ever catch you again, there will be consequences."

With that, Spider Man shot his webs out and went swung out of sight.

But as he did, another idea came to Flash's mind. With that injury on his shoulder, Flash would be able to make out who the actual Spider Man is.

* * *

Peter scowled as he continued to rub his injured shoulder. It was itching him which irritated him nonstop though that earned a curious look from Ned who was watching Peter cautiously.

"What happened this time?" Ned asked.

"Some damn fake Spider Man got me injured. I'm sure he didn't mean it but if he had just stayed out of the way, I wouldn't have gotten this," Peter mumbled.

"I think you're inspiring people too much," Ned said.

Peter scowled.

It was the end of the school and the two began to around the corner but Ned stopped as though he had just remembered something.

"Hey uh, I've got some things to do so I won't be able to hang out with you," Ned said.

Peter nodded. "Alright. See you tomorrow."

With a nod, Ned walked the other way but when Peter turned around the corner, he immediately stopped in his tracks as he saw Flash at his locker. Raising an eyebrow, Peter made a small peek from his hiding spot and from the looks of it, Flash looked like he didn't want to be caught since he seemed to be secretive. Peter frowned. What is Flash hiding and why?

Peter stayed a bit longer and it was there where Peter made a shock look as he saw what Flash was taking out. It looked like the blue and red suit, similar to his and there was no mistaking the Spider insignia.

Peter leaned back, pressing his back against the wall as his heart was racing while he was registering what had happened

Flash was the fake Spider Man.

But why?

Why did Flash need to be Spider Man?

It certainly got under Peter's edge and Peter realized that Flash was the one who caused Peter to have his shoulder injured. Whether it was intentionally or not, Peter didn't know. In this short time, Peter felt anger rising and wanted to slap some sense into Flash. Without thinking, Peter began to march towards Flash with a furious look on his face but before he had even the chance to reach him, someone pushed Peter roughly to the side which managed to startle Flash though Peter gave out a cry from the injured shoulder.

"I tried to stop her!" the familiar voice cried out.

" _You_! You foul self-righteous git!"

All of a sudden, in a quick motion, Flash was met with a hand that collided against his jaw. Peter dropped his jaw in shock and with disbelief as he saw what just happened. Michelle had just punched Flash in the jaw. That honestly made Peter's day.

And there was Ned who panted as he joined Peter.

"I…couldn't stop her…whew…gimme a sec," Ned panted.

"What happened?" Peter asked.

"Apparently, outside of school, Flash had been tormenting Michelle and we didn't even know about it until now," Ned explained. "Man, she runs fast when she's angry."

As Peter looked to the right, he immediately jumped into action.

"Michelle, wait no!" Peter exclaimed as he managed to hold her arm which prevented Michelle to beat Flash to a pulp. It was then where Peter saw Flash's face. He had a small black eye around his right eye but Peter barely saw it because Flash was wearing a hat but it got knocked off when Michelle punched him.

"Michelle…calm down," Peter muttered.

She shoved Peter roughly against the locker which earned another grimace from Peter. He grunted as he massaged his shoulder but that didn't went unnoticed from Flash who narrowed his eyes.

"Back off, Parker," Michelle snapped.

"Look; let's all calm down and talk this out. Flash, apologize to Michelle. Michelle, apologize for punching Flash in the jaw even though he deserve it and let's all be friendly," Ned spoke.

Flash sneered but glared.

"Whatever. You guys are a bunch of freaks," he muttered before slamming his locker and slung his backpack on him and pushed them out of the way. But as Flash was walking past by Peter, the two gave each other a glare though Flash had a terrible glint in his eyes which Peter did not like one bit.

 **Author's Note:** Whoo, you go girl! Punch him in da face! Soo, Flash had unknowingly caused an injury to Peter but now Flash has an idea which possibly couldn't be good! Damn, what else can happen? What happens next? Find out! Toodles!


	14. Flash's Grudge

**Shout Outs:** Thanks to ISBtheepic for reviewing the story.

* * *

Chapter 14: Flash's Grudge

Since Peter had encountered Flash, he suddenly got disturbed by his appearance and the fact that Peter had found out that the Flash was actually the 'Other Spider Man' still bothered him. He was going to get himself killed if Flash kept on being 'Spider Man' and on top of that, Peter was still wondering why he was so damn worried about Flash when he loathes his guts to no end.

And add that to the fact where Michelle had been quiet about Flash's bullying until she finally snapped. It was still satisfying to Peter about that punch and needless to say, Peter would've done it if Michelle hadn't budged in. But again, Peter found himself back to Flash's appearance. As soon as Peter approached Flash, Peter nearly stopped himself.

But either way, as Spider Man, Peter has to save everyone even if that person happens to be a jerk.

All in all, Peter supposed that his gift is a blessing and a curse.

"So, what's got you thinking?" Ned asked, nudging Peter.

"Wondering why I have to save people even though they don't deserve it."

"Well that took a plunge in the conversation."

Peter shrugged. "You asked for it."

"Hey guys," Michelle announced cheerfully as slid towards an empty spot that was beside Peter.

The two boy stared at her.

"Well someone's in a cheerful mood," Peter pointed out.

"I am now," Michelle said. "So, what's on the agenda for today?"

"Er, nothing," Peter responded.

"But," Michelle continued as though she didn't hear Peter's answer. "If you really want to capture Smythe and to figure out what he's planning, I know where you can get the answers," she grinned mischievously.

Peter gaped at her as though she had grown a second head. Was she feeling alright?

"You're seriously not suggesting what I think you're suggesting, are you?" Peter asked with a disbelieved look.

"Look; so far, you're still stuck on what Smythe is actually planning, right? And all the information you're getting is confidential, meaning that everything is being kept hidden. If you really want to know to ahead of Smythe, then start actually planning out your moves."

"Yeah but the last time I infiltrated NYPD, I got shot. And Iron Man wasn't happy about the break out—"

"Wait, Iron Man _knew_ about the break in?" Ned asked. "I thought he didn't."

"Oh, Tony didn't but I had a hunch that he _did_ but he wasn't letting it on," Peter replied as he absent-mindedly rubbed his shoulder—the one that got injured from the bullet.

"Trust me, Pete. You'll be in and out before you know it and I know an easier way to get in the NYPD."

"Please don't say the sewers," Peter groaned.

Michelle grinned, a Cheshire grin. "How'd you know? It's the sewers alright."

Peter grimaced from the idea of going through the sewers _again_. If that creature hadn't come and ruined the school _and_ if it hadn't gone through the sewers, maybe just _maybe_ Peter wouldn't mind going down the sewers.

"As a bonus, you wouldn't have to rely on Tony all the time. You would be one step ahead of the game," Michelle pointed it out.

Peter sighed. She does have a point, in all honesty. So far, Peter _does_ keep on relying on Tony for information which he desperately seeks and usually, whatever Tony gives him is sometimes not enough. Maybe breaking into NYPD (again) might have its advantages.

"But don't I need to physically hack into their files?" Peter asked.

"True but I'm sure that it won't be trouble and besides, now that I know who you really are, this wouldn't be a problem anymore. Besides, didn't you do it already? You said it yourself."

Peter bit his lip as the idea went through his head. Of course, everything would seem so simple but nothing's ever easy whenever Spider Man comes into the scene. It never is. But the only troubling situation for Peter is that he was sure there would be more security than the last time.

* * *

Peter, as Spider Man, had almost immediately went to visit Tony after he received his text message. Apparently, they had found some new information, regarding with the green goo and the blood sample Peter had given them. It was about time, Peter thought as he made his way towards the room where they'd usually meet.

"You know, if you could just come into the room like a normal person would, I think there wouldn't be much of a problem here," Tony replied as he knew that Spider Man came in even though Tony didn't looked up from the computer screen.

Peter grinned. "Coming in as Spider Man is way cooler. And besides, you said it yourself. I need to know my environment so I can make a quick getaway if the situation is troubling."

Tony flashed a smile.

"Right then," Tony resumed. "The other day, you chased down the mutated creature and the day when you had broken into OsCorp, you had given me two samples—the green goo and the creature's blood. Well, at long last, we finally received the information after separating the molecules and then, _then, then, then,_ we got the results. Er, Happy, would you?"

"Of course," Happy proceeded to switch the pictures so that the said given images showed up on the screen. It was there where Peter goggled at the monitor with fascination but there was a hint of small confusion etched on his face. Something about it doesn't really make sense.

"Wait…what are those two? The two on the right?" Peter quizzed at the two evidence of DNA.

"Ah, that is actually a one single DNA that got separated into two," Tony stated.

Peter gaped at the image. "How?"

"You see, that's the thing what we're still trying to discover. We don't know the answer but all we know is that something is making the creature—from the human side—to _merge_ with the cross species DNA."

"Wait, that _thing_ is a human?" Peter replied, stunned.

"Careful who you're calling a human, Peter. You were once too," Tony pointed it out. "But yes, that 'thing'—creature is still a human. How or why, we don't know but we believe that the virus—which is now spreading across the city—got in contact with the unfortunate human and therefore, once infected, it began its merging process. If we could separate the original component of the molecule and from the humanoid creature's molecules, we may be able to learn more but of course this kind of process takes time and time is something we don't have. Every minute we do is another waste of second—another minute to have the citizens be infected by this spreading disease."

Peter sighed as he ran his fingers through his hair. "Just when I thought it couldn't be any more complicated."

Tony gave a weak smile. Of course, Peter still hadn't told Tony about Flash's mishap and he doubts Tony knows about it other than the fact about that new Spider Man. But who's to say that Tony didn't started doing some investigations on this matter?

"So now that we know more of this person…what about the green goo I found?" Peter asked.

Another image of the smelly goo appeared on the screen. Peter made a disgusted look as he remembered when he was in contact. Or at least, he was _nearly_ in contact.

"This substance is similar to an acid type and I highly suggest you don't be in contact with it. It comes from the humanoid creatures who had created this…matter. Unsettling, I know but just think of this disturbingly green goo as someone who's incredibly sick." Tony replied as he used his hands

"Then that's a whole lotta mucus," Peter replied as he cringed. "Man, this is disgusting. Must we know about this?"

"Well, you have to if you want to know what you're up against," Tony smirked. "Feeling sick, are we?"

Peter glowered slightly as he grumbled but the previous conversation from Michelle was brought back into his mind. Tony was right. If he wanted to know what exactly he was up against, then its best to stay in the game. Be one step ahead for a change.

"Do you think we're ever going to stop Smythe?" Peter asked quietly.

Tony blinked with surprise. Normally, Peter wasn't the one to doubt himself, Spider Man or not.

"Of course we are. If not us, then who will?"

* * *

Captain George Stacy frowned as he stared at the pictures from the crime scene. It seemed a little unnerving but yet again, he _was_ dealing with out of the ordinary so he has to get used to it. As he stared at the pictures, there was something about it that didn't really quite make sense which made him frown. The reports stated that in the crime scene, there was only one figure but what made it unclear is that, this picture showed _two_. It was a little hard to see at first but Stacy had a knack of seeing things that aren't really there which really helps in these kind of situation.

"What are you staring at, daddy?"

The voice from his baby girl snapped him back to reality as he shook his head, stuffing the photos away.

"Nothing. Just some crime scene pictures, that's all. Nothing to worry about," George replied.

Gwen frowned. "You know I can help, right? And you know I _want_ to help. Why can't you let me do that?"

"It's too dangerous, hun."

Gwen scoffed. "Yeah right which is why you're able to have me roaming around the Police station."

"You're under protection."

"Tell me about it," Gwen muttered as she glanced from behind, seeing her guard standing in front of the door. "Really dad. I don't need protection. We have Spider Man, remember?"

Captain Stacy tightened his jaw. "Yes but I hardly doubt that we could put our faith in him. Lately, he's becoming a mess."

Gwen frowned. "What…?" she then made a thinking look until a thought came to her. That wasn't the Spider Man she knew. Even though she hadn't actually saw and met the real one, she knew that Spider Man wouldn't suddenly mess up after months of fighting crime so that can't be him. It wasn't until then where she remembered, reading the Daily Bugle's paper about the second Spider Man.

"I think you meant the other Spider Man because the original one wouldn't just 'suddenly mess up'. He had been fighting crime over a few months now. Why would he just suddenly mess up? I think you meant the second Spider Man—he's the new one around."

"Just when we are getting used to the original, we had to get another one," a gruff voice replied.

Gwen scowled a little. She would recognize that voice from anywhere.

"Ah, Officer Watson," Gwen nodded with acknowledgment. "Why do you hate Spider Man so much?"

"Because of him, we got more things to deal with. Crazy maniac bad guys with super powers and the other crazy people without powers," Watson answered. "You know like Smythe."

That immediately gained George's attention. "Smythe? What does he have to do with this?"

"Everything. Who else got big bucks to make mayhem all over the city? Remember that scene, a few days ago with the hanging Spider Man? That's gotten Smythe all over it."

"What? How?" Gwen asked.

"If Spider Man was a so called detective, he would've been able to spot this but he didn't. If he did, then he would've been able to do something about it," Watson threw the pictures so that slid a little on the table.

George stopped them with his hand and there it was. There was OsCorp logo on the side of the machine during that night. Something bad Smythe be pissed real bad and in doing so, he created a troubling scene.

"So therefore, it's Spider Man's fault."

Gwen rolled her eyes. "You're just sour that he's better than you but you just won't admit it, Officer Watson."

"Gwen, can you put these papers in the Filing Room under 'recent activities?'" her dad asked as he handed the folder that contained many papers.

"Sure dad," she replied, taking the folder.

Gwen headed her way towards the door so she can exited before following down the path to where it will lead her to the Filing Room. It didn't took long as the room wasn't far so she opened the door once she reached it and began to look for the cabinet in order to store the folder in its appropriate spot.

But as she was looking for it, she was unaware of the door, beginning to be opened and when it fully did, Gwen jumped with startle, letting out a small gasp.

"Easy," the newcomer spoke.

Gwen relaxed a little when she saw who it was and their eyes locked at each other for a brief moment until she spoke.

"What are you doing here?" Gwen asked.

"Is that the nice response I get for saving you back in OsCorp?" Spider Man questioned as he casually leaned against the door once he closed it.

Gwen narrowed her eyes. "Uh, excuse me but I thought you said that _you_ saved _me_ ," she scoffed. "As if I need saving. How'd you get in here with all the police around?"

"I have my ways. I'm Spider Man, remember?"

"Yes—the one who checks out Cheerleaders at the local high school," Gwen drawled. "Some hero you are," she mumbled.

"I get the feeling that you don't like me that much," he spoke as he feigned a hurtful look.

"Maybe if you weren't such an arrogant prick then I would've liked you…" she paused. "Just a little."

Spider Man placed his hand over his chest as though he got hurt. "Ouch, now I've got a heart _burn_ ," he cracked, throwing her a grin.

"Oh for Pete's sake…"

Spider Man smirked as he found the irony in Gwen's sentence—after all, few people call him _Pete_ for short. He then began to walk towards the cabinets that were full of the folders though that made Gwen stare at him with suspicious.

"What are you doing?"

"What I'm doing is classified so I can't tell you."

Gwen narrowed her eyes but what Spider Man didn't expect was the fact that she took out an object from her pocket, holding it in her hands and that made Spider Man glance to the side, being a bit surprised.

"Sorry but you're trespassing here and I cannot allow you to look through the files," Gwen replied as she held the gun in her hand.

Spider Man chuckled a little. "And what are you going to do about it? Shoot me? Come on, I _dare_ you to," he tapped at the Spider insignia that was in the middle of his suit. "X marks the spot."

Gwen inhaled a sharp breath as there was a small moment of hesitation. Spider Man gave a dark chuckle.

"You're not so tough. You only pretend. Do me a favor? Stay in school."

Gwen lowered her hands and she stared at the floor but the minute she looked up, Spider Man was gone.

* * *

Flash glared at the mask that seemed to be staring at him. So far, the real Spider Man did nothing other than humiliate him and that shot him down in confidence. Flash _looked_ up to Spider Man—thought he was a hero. But after he actually met him, Flash had different opinions.

Then, there was a matter with Parker. He acted so strange whenever Flash had mentioned about Spider Man and the way he held his shoulder, it was as though Parker had somehow injured it. Flash recalled that Spider Man also got injured on the _same_ spot which made Flash come to the conclusion.

Peter Parker really was Spider Man.

And hell, if Parker is Spider Man then Flash can be one too. And no one-even Spider Man-would be able to stop him.

 **Author's Note:** Ah damn…things are being more complicated for Peter :3 but wowza, Gwen can fight…well, somewhat but don't worry, she'll be able to fight—I'm not going to make her be helpless. And I've always wanted to include George Stacy! What happens next? Find out! Toodles!


	15. Captured

Chapter 15: Captured

Ned stared at Flash as though he suddenly found him fascinating although in his opinion, he was anything _but_ fascinating. He was just an annoying irritating prick who does nothing other than bullying others in order to make himself feel better. And there was the issue of Michelle's punch—not that he didn't like it—he loved it, in fact.

"Hey Peter!" a cheerful voice exclaimed. "How are you?"

"Spectacular," Peter replied in a moody tone.

Gwen looked at him with surprise. Peter was usually such a cheerful person and to hear him with this kind of tone, it threw her off.

"Hey, Gwen," Ned's shy voice came.

Gwen nodded. "Hey. Oh but guess what? I've encountered Spider Man…again—"

This seemed to perk Peter's interest and he casually listened to the conversation. He knew he was about a bit rough to Gwen but he only did it so that Gwen wouldn't be hurt.

"Again?" Ned asked, shooting Peter a secretive look.

"Yeah, I've met him in OsCorp before," she frowned. "He really was irritating, in all honesty. He has this huge ego and he thinks he's all 'that'."

Ned couldn't help but to snigger though he made a small cough to cover it up; Peter merely scowled.

"But what if, under all that mask and ego, he's just really a friendly neighbored Spider Man?" Peter asked.

Gwen snorted. "Right..."

"But hey, didn't anybody saw Flash's face?" Ned questioned.

"Yeah. It was all bruised and a black eye," Michelle frowned though the punch she made the other day was satisfying. "What happened?"

"I don't know," Peter answered as he bit his lip. He knew the reason but he didn't told Michelle and Ned just yet. Of course, he can't say anything now since Gwen was here and she was the only one who doesn't know Peter's true identity.

However, from the bland response it made Michelle and Ned to give a Peter a knowing look. Peter mouthed 'later' and they nodded for an answer. Gwen made a thoughtful gaze as she stared at her watch.

"Oh! I've got to go. I've got a class in ten minutes and I think you do too. See you later!" Gwen stated as she picked up her things and then walked off.

When she was out of sight, Ned and Michelle almost immediately bombarded Peter with questions.

"You _know_ what happened to Flash, don't you Peter?" Michelle asked.

"Uh…"

"Why didn't you say anything from the start?" Ned spoke next.

"I was busy with things," Peter exclaimed. "So I apologize for not saying it sooner," he rolled his eyes. "But yes, I do know what happened. You know that wannabe Spider Man that suddenly came out of nowhere, right?"

"Yeah…what does that have—"

"Shh, I'm getting it to it," Peter hushed Ned. "That wannabe is actually Flash himself," he hissed as he clenched his fists tightly.

The two widened their eyes with shock and disbelief.

"Say what?" Michelle said, stunned.

"I told him off but I don't think he's going to listen to me as Spider Man," Peter replied.

"What are you going to do about it? I mean as much as I loathe Flash, I don't really wanna see him be hurt. He's really stupid for his own good," Michelle said as she winced a bit.

"I know," Peter groaned. "Because of him everything is so frustratingly complicated. As if I don't have enough to deal with: the infection, those mutated creatures, Smythe—"

"We haven't heard anything about Smythe in a while," Ned pointed it out. "I'm not _defending_ him—not since he's going after my friend—but don't you think it's strange that this 'infection' just suddenly appeared out of nowhere?"

"I don't really think it appeared 'out of nowhere'," Peter said. "I honestly think it somehow came from Smythe—I just need to prove it. Anyways, I need to go or otherwise my history teacher will have my head."

The two nodded. "Yeah, I suppose we should head out too," Michelle spoke.

As Peter was gathering his things, his thoughts went back to what Michelle had said about Flash and with that in mind, there was only one thing he _could_ do.

* * *

Tony narrowed his eyes as he looked across the distance. The clouds were rolling in, giving a dark aura in the atmosphere. To most people, it looked like it was going to rain but for others, a dark storm was coming and Tony was just waiting for it to be come.

"A darkened sky," Happy said as he snapped Tony out of his thoughts. "Such an obscured weather in this troubled matter."

"In most cases, it means a certain omen," Tony's face expression suddenly got darkened. "There's a storm brewing and we better be ready for it."

* * *

Smythe made a nasty grin on his face as he watched the workers building the hidden project. He could feel it. The time was drawing near and it wouldn't be too soon where the Spider and Smythe would be facing off against each other.

Of course, there was a matter for Tony Stark's payment. He thought he could just ran away with whatever he wants.

No.

Smythe grinned maliciously. It was time for Stark to pay the prices.

"Sir, Project Widow is about to be finished. There are just a few more finishing touches such as inspections and then it'll be ready to launch on your command," one of the people spoke.

That instantly made Smythe's expression go darker. "I'm sorry. I thought I heard you say that this machine has to go under inspection?"

"Hmm, no sir. That's exactly what you heard. You honestly don't expect—"

"Don't _tell me what goes in and what doesn't!"_ Smythe roared. "The minute I say to launch it, you _launch_ it!" he snarled. "I want Spider Man found! I want to make his mentor _suffer_ so that his blood will be spilled on Stark to remind him that he _failed_ Spider Man."

"Y—yes sir," the worker quavered a bit.

"Good," Smythe replied as he inhaled in order to calm himself down. As the worker began to leave, Smythe called out. "Oh and Jameson?"

"Yes?"

Smythe's face turned malicious and dark which made an unnerving atmosphere.

"Don't _ever_ question my judging ever again. Understood?"

"Yes sir."

It took another full minutes to actually finish the project and when it did, the same person, Jameson, walked up to Smythe.

"Sir, everything is set. It…" he hesitated. "It just needs your approval to launch."

Smythe chuckled ominously. "Well then, Jameson. You have my command."

Nodding, the man left and rejoined the others and he murmured, stating what Smythe had told him. At once, the group began to finish their work and then Jameson walked up towards the controller room, activating a few buttons but paused, slightly shaking as he stared at the red button. Usually, whenever there's a red button, it means not to touch but in this case…the meaning is different.

"Project Widow initiated," Jameson replied as he pressed the button.

In an instant, the large machine became alive, stretching out its legs as it got awoken from its long slumber. A whirring sound came which indicated that the device was activated and then the once closed eyes got opened only to reveal red menacing eyes.

Smythe's nasty grin grew wider as he stared at the machine.

It was time for a certain Spider to meet its Slayer.

* * *

Flash grunted as he collided slightly against the wall. He may not have all the abilities like the real Spider Man does but that still won't stop him from becoming his favorite hero.

Well, Flash supposed that he once _was_ his favorite. Ever since he encountered with Spider Man (the original one), Flash suddenly became aware at how much he dislikes him. All Flash was trying to do was to help Spider Man but instead, Spider Man bashed him out, saying how he made mistakes and such.

Flash growled from anger as he narrowed his eyes while a small flashback came into his mind.

" _Don't ever let me catch you again_!"

Flash gritted his teeth as Spider Man's voice echoed in his mind. As if he's better. Shouldn't the public love Spider Man by now?

Flash suddenly stopped as he thought he heard something. He glanced back as he stared at the shadowy area and for a brief moment, Flash thought he felt someone looking at him but nevertheless, he slightly shrugged it off though he couldn't help but to feel a bit unsettled.

He may not have Spider senses but that doesn't mean that Flash doesn't know how to spot a certain danger. Flash resumed his 'hero' business, swinging across the streets in order to reach home. If someone really was following him, he would just have to outrun him or do the 'Spider Man' way and while hoping that Flash wouldn't meet the real Spider Man again.

But either way, he was a bit curious as to who was following him though. Flash stared at the dimly lit area and all of a sudden, the street that was once lit unexpectedly went out which left Flash be in the dark. The air suddenly got colder and chillier but this made Flash's heart beat rapidly.

"Hello?" Flash called out.

The street went silent.

There was an unnerving feel that hung in the atmosphere. He didn't like this one bit. As the air got darker and eerie, Flash could've sworn he heard a noise that sounded like a machine of some sort. It wasn't until then where a figure began to emerge from the shadows. At first, it was slightly difficult to see as it seem to have blended well with the darkness but in a split second, red eyes emerged from the dark which made Flash widened his eyes.

The last thing he saw were the red eyes before darkness took over.

 **Author's Note:** Oh no…this can't be good. This can't be good at all. Flash's in deep shit, Peter won't be happy, Tony is being worried about dark times rolling in and everything else seems to not be good! But what _does_ Peter have in mind? Whoo, this story is getting darker oops but the fourth book would be even darker. This is just a taste of what's to come and to (hopefully) get you guys prepared of what I had planned for later books. What happens next? Find out! Toodles!


	16. Disobeying the Rules

Chapter 16: Disobeying the Rules

Peter stared at the headlines of the article with a stunned look. He didn't expected this at all.

 _ **A LOCAL HIGH SCHOOLER MISSING**_

 _It has been stated that a local high schooler had been reported missing as of eleven in the night. The police are still looking into this troubled situation but the only evidence that has been found from the missing high schooler was a loose string that is strangely resembled to a Spider's web. Could Spider Man be somehow involved in this?_

Peter quirked as he scowled. He wasn't even out at that late in the night—of course the public doesn't know but _he_ does. Needless to say, if Peter has to rescue Flash then he wasn't being too keen about it. He also found out about something else from Jameson which was that he likes to point out the flaws of Spider Man and that made Peter be irritated. Sooner or later, Peter hopes that he can do something about it in the future.

"Hmm…three guesses who on who went missing," Michelle's voice came.

Peter tightened his grip as he tried to not let out a rage of scream. Enough is enough. If Flash hadn't been so stupid, none of this would've happened and if Flash actually stayed out of the way like how Peter told him to, Flash would still be here, tormenting him.

"Flash," Peter snarled. "If I have to risk my life just to save his sorry ass, then so help me," he gritted. "I told him to stay out of the way but did he listened? _No_!" he exclaimed. "And how low can Jameson get?! Spider Man, really? I wasn't there last night!" he bellowed.

"Easy," Ned said cautiously. He's still afraid that someone might overhear him. If anyone ever found out who Peter really was, there would be trouble.

Michelle trailed her eyes down at the article only to frown when a headline captured her attention. Jameson really was a prick.

"Look at this," she replied as she pointed to the next piece.

Peter widened his eyes as he stared at the article. "Really?" he cried out as he read the headline which read:

 _ **SPIDER MAN FAILS**_

"That's so not fair," Peter scowled.

"That Jameson is real right git," Ned responded. "I mean, you can't exactly be everywhere at once."

"But as Spider Man, shouldn't at least try to rescue people?" Michelle pointed it out.

"Whose side are you on?" Peter complained though that only earned a careless shrug from Michelle.

"Ah, I see you have read the latest news. Man, news travel fast around here."

The trio turned around to see Gwen who had no problem scooting beside Peter though that made Michelle give a small scowl as she quirked an eyebrow, muttering something under her breath.

"Do you have any idea as to who it is?" Gwen asked, staring at the newspaper after she had snatched it from Peter.

"Uhm…no…" Peter trailed off. However, the tone in Peter's voice didn't went unnoticed by Gwen but she decided to let it go only to remind herself to make a mental note. Every time she hangs out with Peter, she couldn't help but to feel that Peter's hiding something.

"It's terrible," Gwen continued. "My dad is working day and night, trying to figure out who went missing. Of course, the family of the missing teen are disheveled though the dad seems to not care."

This perked Peter's interest. Why would Flash's dad wouldn't care about him being missing?

"Why?" Peter replied.

"Well as a kid, Thompson got physically abused by his father, Harrison who was an alcoholic which may explain why Flash is so violent and being a bully," Gwen answered.

"Wait, you know who went missing?" Ned gaped at her. "But the article stated that no one knows who disappeared."

Gwen shot him a smug look. "My dad's a Captain of the Police, remember? We look for evidence as much as we can and once we figured it out, we go to the certain family of the said person. I suppose the police wants to hide until they are absolutely sure of who got kidnapped. Of course, the information of what I just told you is confidential so it must _remain_ a private, understand?"

Ned nodded mutely however, Michelle and Peter exchanged looks.

"So, what does your dad think about Spider Man?" Michelle asked while Pete grabbed his beverage and began to drink. "The real one. Not the wannabe."

"To be honest, he actually wants to acquaint with him," Gwen answered though this made Peter choke on his drink as he let out a cough but it earned a strange look from Gwen.

"He does?" Peter's voice squeaked as he tried to clear it.

"Yeah. He believes that if he works together with the vigilante, he can get some of the 'inside news', know what I mean? And plus, with Spider Man on his side, they can cover more ground as Spider Man takes the sky. Of course, there are other people who doesn't seem too pleased to work with Spider Man so my dad is willingly to take that chance. It's his best choice for the time being."

"So, he _doesn't_ want to turn Spider Man in?" Peter asked cautiously. "He actually wants to work with him if that's what I'm getting."

Gwen nodded. "That's right. He believes that the public should be ready to put faith into Spider Man. And it would also be really helpful if Iron Man himself aligns with the police force."

Peter chuckled dryly. "Iron Man works with no one."

"I suppose…" Gwen trailed off as she stared at him.

Peter slightly gave a jump when he felt his phone vibrate. He pulled out, hiding it underneath the table only to see a text from Tony.

"Hey uh, I gotta go," Peter announced.

"Why?" Gwen asked curiously though Ned and Michelle made knowing looks as they knew who exactly Peter was going to visit.

"Uh…laundry?" Peter offered which made Michelle shake her head from the lack of answer. Sometimes, she just wants to slap Peter across the face.

"Er, alright…" Gwen replied though she gave a strange look at him.

* * *

Peter, with his backpack slung over his shoulder, entered at the destination room and while being Tony, he of course knew who it was. After all, he was the one who called him.

"Hmm, so you finally showed up," Tony spoke.

"Well you know, it's not really easy to find an excuse to someone who doesn't know who you really are," Peter responded.

"So, what excuse did you use this time?"

"Ahh…I had laundry?"

Tony made a flat face. "I'm going to pretend that you didn't say that."

Peter rolled his eyes though he paused. "By the way, something I always want to ask…why did you announce yourself that you are Iron Man? In doing so, didn't that caused you more complications?"

Tony gave a small chuckle. "Because I was young and stupid and just faced the truth about my parents. Wanted to change the world," he then stopped. "But that doesn't mean that you should go ahead and announce that you are Spider Man," he said in a warning tone. "It would be more complicated for you than it was for me. I want you to stick in the shadows. At least for now but when the time really comes and you have to announce yourself as to who you really are, then you must do what is right. Now," Tony cleared his throat. "We have another troubling situation. A student—"

"Flash got captured," Peter instantly said though this made Tony raise an eyebrow. "Er…just a hunch. You know, Spider senses and all."

"Right…but yes. Since you apparently know who the captured student his, we need to get him back. It's too dangerous for him."

Peter grimaced. He still didn't told Tony about Flash's 'other half'—other half meaning Spider Man and in all honesty, Peter didn't know just how well Tony would take it but overall, maybe just maybe, Peter had a hunch that Tony knew who the fake Spider Man was. How, Peter doesn't know.

Peter stared at the ground, being in thought. Even though Flash was a right big jerk, Peter supposed that everyone deserves a saving but that made Peter smile smugly. This would hurt Flash's pride and it would put him in place.

Nonetheless, Peter sighed. "Must we get him back?"

Tony narrowed his eyes. "Peter," he replied in a warning tone. "Just because he is bullying you—"

The boy groaned. "I still have to save him because it is the right thing to do _and_ it would show me that I'm not stooping low to his level, I _know_ ," Peter said as he threw his hands in the air with exasperation. Peter scowled. It was his own stupid foolishness that got him into trouble in the first place.

Peter sighed. "So, what's the plan?"

There was an uneasy silence in the air which made Peter be curious about it since Tony suddenly got tensed.

" _You're_ not going to do anything about it," Tony said and that made Peter narrow his eyes as he was on his guard.

"What?" Peter asked sharply. "Why? Look, I know I dislike Flash very much but as you said—and I'm only _quoting_ you—he's a person like everyone else—"

"Yes but don't you realize _why_ Flash got captured? Flash's the other Spider Man. He got captured either by mistaken or Smythe's using him to get your attention," Tony replied abruptly. "And with you going, you're automatically heading into a trap. And with you heading to a trap, what good will it do? You're just letting yourself being captured which is what Smythe wants."

"But he's my responsibility," Peter argued as he still wondered how Tony knew about Flash being Spider Man. "How'd you know Flash was the other Spider Man?"

"It didn't take long to figure it out. Thompson always had a grudge against you but he is also a fan of you," Tony paused. "The _other_ you. When you told me what was going on last year—between you, Spider Man and Flash—I knew it was only a matter of time before Flash decided to be Spider Man—which was a foolish thing to do, I might add which is why you're not going and that's final," Tony said firmly.

Peter let out a heavy sigh, tightening his fists as he glowered slightly at his mentor.

"And to do that, I'm going to need the suit back just to ensure that you won't do anything stupid."

Peter dropped his jaw from shock. "What? That's so unfair. I'm nothing without the suit!"

Tony's stare hardened and it made Peter be uneasy. "If you're nothing without the suit, then you shouldn't have it," he responded harshly. And I'm doing my _part_ as a mentor. Now it's time for _you_ to do _your_ part," Tony responded as he began to activate a button that was on his arm.

Peter gritted his teeth until all of a sudden, something started to move in his backpack. Peter raised his eyebrow as he took off his bag, unzipping it. It was like as though there was a magnetic force that was being hauled away from him since the suit zipped out of his backpack. Just like that, the uniform was in Tony's hand which made Tony flash a small smile.

"I'm only doing this for your own safety," Tony said quietly.

"More like for yours," Peter replied and he began to exit out of the room but stopped. "I thought I should tell you this but I happen to overhear about the police and their thoughts on Iron Man. And do you know what they had said? They said, along with the Captain, it would be quite nice if Iron Man himself could align with them but now...I guess I see the truth. You only care about yourself."

With that, Peter exited out of the room, leaving a troubled Tony.

* * *

Ned stared at his friend with a peculiar look on his face. The time where he would see Peter this moody would be either Flash did something to get him a detention or there was a distressed situation with Tony. Ned assumed that something happened with Tony since Flash was currently unavailable to make Peter miserable.

"So, what happened?" Ned asked.

"What happened what?" Peter responded irritably.

Ned sighed. "The only time where you would be this moody is if Flash did something to get you into detention or there was a troubling matter with Tony. Therefore, I repeat. What did you do this time?"

"Me?" Peter cried out. "I didn't do anything. It's what Tony did. He confiscated my _suit_ again," he complained. "And he said that 'if I'm nothing without the suit, then I shouldn't have it.'"

Ned stared at him as though he had grown a second head. "Again? Really, Peter. What did you do this time to have Tony take away your suit?"

Peter scowled. "Nothing. He merely said that he took my suit for my own safety and for me to step aside so that Tony could save Flash without any complications."

Ned shook his head but he made a thoughtful look as he felt an idea coming in. He knew Peter probably didn't had the ability to do it but it doesn't hurt, right?

"So…why don't you make one?" Ned suggested.

Peter stared at him as though Ned was dropped on his head as a child. "Are you serious? I can barely sew without stabbing my finger or ruining the material. No way, no how. I'm not doing it—even though I _do_ want my uniform back but I can't sew!"

"Then _learn_ ," Ned insisted. "Look, whatever happened to your old suit—the onesie—"

"—It's not an onesie—"

"—It wouldn't hurt for you to learn something new and a little humiliation wouldn't hurt you," Ned drawled though in the inside, he was giving a smug. "Besides, Tony said 'if you're nothing without the suit, then you shouldn't have it' right? So, either go ask Michelle or your aunt and prove to him that you _are_ something without your uniform."

Peter stared at the table as he was registering the information what Ned had said. Overall, Ned has a point. Perhaps it would be time to prove to Tony that Peter can still be Spider Man even without his suit.

 **Author's Note:** Ahh, Peter…you're still going to be in a lot more trouble *shakes head* I'm still surprised that Tony hadn't abandoned Peter to stop doing his hero business. What happens next? Find out! Toodles!

EDIT: this chapter had been edited as I needed to do it in order for Chapter 18 to make sense.


	17. Infiltrating OsCorp

**Shout Outs:** Thanks to MythologyStar for reviewing the story.

* * *

Chapter 17: Infiltrating OsCorp

Peter hissed as he felt the needle poke through his skin. There he was, sitting with Aunt May (who was apparently cheerful when Peter volunteered to help her out with sewing. Thankfully, she had something to sew or otherwise, suspiciousness would arise) who was sewing a pair of pants around the bottom edges.

"Oh I'm so happy that you decided to offer," Aunt May spoke as she was rather sewing fast while Peter was doing quite well which made Aunt May be surprised. "You're doing quite nicely."

"I guess it runs in the family," Peter grinned.

Aunt May smiled.

Once he gets the hang of sewing, he may be able to make his own new suit but there was a slight problem as Peter realized. He needed a few materials from Tony and that would mean either he would have to _steal_ or ask him without raising any suspicious activities. He drew in a sharp breath as he realized how it got suddenly complicated.

Why can it not be easy for him?

"Hey uhm, Aunt," Peter began casually.

"Hmm?"

"Do we have any red and blue fabric?" Peter asked though he was being nervous in the inside. How was he supposed to ask this without giving away what his true intentions are?

Aunt May gave a thoughtful look. "I think we might. You can go and check in the storage area—where the other sewing materials are. Is it some kind of a play or a project you're doing? Or simply more practice?"

Peter paused. "Erm, more practice," he laughed nervously.

She studied her nephew but then she decided to let it go and nodded. "Alright. Feel free to take some if there are any."

"Thanks."

After a few more stitching, Peter had successfully finished one side of the pants' bottom edge but he still had the other half to finish. With a few more sewing, Peter was happy to report that he had completed sewing the pants.

"Ha! I'm done!" Peter exclaimed triumphantly.

Aunt May chuckled. "Sewing isn't that hard at all."

After he put the things away, he went to the storage room to look for some blue and red fabric. It took a while but he eventually found it which was stacked further in. He grunted when he carried the rolls out of its spot, shoving it outside and then he made his way towards the stairs.

"Why don't you do it here?" she asked, spotting Peter who stopped in his tracks. "You have more room."

"Uhm…nah, it's alright. I don't mind working upstairs."

Aunt May gave a thoughtful look. "Well, alright."

Peter flashed her a small smile before he walked up the stairs and into his room. Once in, he put the rolls on his bed, letting out a sigh and quirked an eyebrow. This should be easy, right? If he could sew the pants then making a uniform should be simple.

 _I could do this_ , Peter thought as he rolled his sleeves up and began to work.

However, this process proved quite to be difficult. Every time Peter had completed his uniform, it always ends up being in the most atrocious patterns Peter could have ever come up with. Like who would want to see Spider Man in an all blue suit? It looks quite boring, needless to say and there was the matter of the style he was sewing. It honestly looked like someone's vomit.

"This isn't rocket science!" Peter cried out frustrated as he threw his fifth suit to the pile of the other many outfits. "Why is this so challenging?!" he raged.

"Peter? Is everything alright?" Aunt May's voice called out. Peter began to panic as he heard footsteps coming up the stairs and he quickly grabbed the pile of the deranged suits and stuffed it in his closet just in time as Aunt May came in.

"Uhm hi," he made an awkward smile.

"I heard yelling and slamming. Everything okay?"

"Uh yeah, yeah. Everything's peachy."

"Okay then…"

He let out a sigh when she disappeared though he paused to listen, hearing Aunt May's footsteps fading away. When he was sure she was downstairs, Peter opened his closet and kicked the large lump out of the spot with his foot.

No. He refused to give up.

But maybe he decided that he should take a break. After all, in order to complete his costume, he needed something special to add to it.

* * *

" _If you're nothing without the suit, then you shouldn't have it,"_ Peter mimicked Tony as he crawled on the wall of Stark Enterprises. He chuckled.

 _Says him_ , he thought. Sure, he didn't had his suit but he still had his abilities as a Spider and that is something what Tony could never take away. No one could. So therefore, Peter _was_ something without the suit. Peter jumped off from the wall but he turned around to make sure that the coast was still clear and when it was, Peter opened the closed door and headed inside the room. However, he walked backwards just to be sure that area around was still empty but as he was walking inside the room, he didn't expect this turn of events.

"Peter?"

Startled, Peter swiftly turned around only to stare with wide eyes as he looked at the person who was none other than Happy who blinked with surprise at Peter's sudden appearance.

"Uh…hi?" Peter said. He didn't expected this at all. Overall, he was just thankful that Tony wasn't in here.

"What are you doing here?"

"Uh—"Peter paused, trying to figure out what to say next but then he causally leaned against a wall. It was only Happy after all—he wasn't like Tony, all strict and all. "You see, I'm making something but I need some sort of materials—er, like fabric. I need something to 'wow' the audience."

"Hmm, something to enhance the erm…said object?"

"Uh, yes. Yes that's exactly it."

"I think we can accommodate something."

Peter gleamed gleefully as he followed Happy only to stop.

"Normally, Tony doesn't let people touch his things. Not even him," Happy pouted. "But I guess it's alright and I'm sure he would understand."

"Wait, you're going to tell him?" Peter suddenly panicked.

"Well, it wouldn't be long if Tony discovers that something is missing from his collection. He's not blind, you know but I'll handle him so don't you worry about it" Happy replied as he dismissed the subject with his hand. "Now, let's see…" he muttered as he opened the door to reveal vibrant materials and Peter's eyes sparkled with delight.

In all honesty, he wanted to take all of them. The designs ranged from silver to pure white to gold. If Peter knew any better, he would say that there was also purple which made Peter pause, wondering if purple would look good on his new suit.

 _Nah._

Maybe he should switch the colors around; blue in the outside and red in the inside or have white to outline his Spider insignia… Peter smiled as he decided that he liked the idea of having white so he took the blue Spider design along with the vibrant red style.

Peter grinned, unable to contain his excitement. His new suit is going to be badass…that is if he could make it properly.

"Thanks, Happy!" Peter replied cheerfully.

"You are welcome."

With that, Peter exited out of the door but he stopped himself before making his move by disappearing out of sight. However, it was a good timing since just as Peter vanished, Tony came in which earned a stare from Happy. Tony blinked, wondering why Happy looked like as though he couldn't recognize who Tony was.

"Sir?" Happy acknowledged him.

"Happy," Tony nodded.

"What are you doing here?"

Tony gave him a look followed by a raised eyebrow. "Do I all of a sudden not own this place?" he gave him a blank look.

"Oh no, sir. That's not what I meant but I just thought you had some kind of conference that took place today," Happy explained.

"Ah. Well, the conference comes and goes—it didn't took as how I imagined it to be but, if I may ask," Tony continued. "Why is that door opened?" he motioned his hand to the storage that contained the designs.

"Oh that, sir. You see, Young Mr. Parker was here and he needed some new patterns for his project and I thought it would be no problem into giving him. You know, so that it could be enhanced a little so I went ahead and gave him what he wants," Happy replied joyfully.

However, the smile on Tony's face suddenly vanished and he spoke in a sharp tone. "You _what_?"

* * *

Peter slid through the opened window of his room. He let out a small relieved sigh before dumping the patterns on the bed as he slumped himself against the chair. Now that he has the certain materials, it's going to take some careful planning as to how he wanted his outfit to be.

It has to be cool and badass. Something that would make him be outstanding. _Something_ that would make Jameson be drop with shock. As he stared at the fabric, for a brief moment, it seemed as though that the answer had suddenly came to him.

He knew _exactly_ how to design his suit.

That being said, Peter instantly got to work since he grabbed the needle and a thread, squinting one of his eyes so that he could see the hole from the needle in order to have the blue string go through it. After he successfully done it, he then began to sew, moving his hand around in the most graceful way as possible.

String after string, Peter felt his nerves rising with excitement as he reached the final piece of the suit. The Spider symbol. Peter took a breath, staring at the empty part of the uniform. He was being so excited that he hadn't even got the chance to know how to make the Spider emblem. With a one last thought in his mind, he began to work again, this time, taking out the vibrant red fabric as he started from the shoulder and then began to work his way through until he reached half way of the upper top.

Stopping himself, Peter grabbed a pair of scissors and cut the string to indicate that the final piece was done. Grinning, he put the sewing materials aside, unable to contain his eagerness and he began to dress himself. Once on, Peter took a deep breath as he began to feel the new suit that now hugged his body. Wherever Aunt May had bought the material, it was a really nice touch. The fabric was smooth and silky, wrapping around his body perfectly since it showed off his muscles. It also enhanced the colors what Peter chose which what he had wanted.

Peter made a last few touches to the suit until when he did, he began to move around with it so that he could feel the uniform. It almost moved so graceful that it looked like Peter was about to slip at any moment but he didn't. He gave a small twist of his wrists so that he felt the sharp red blades which were planted on his forearm.

Perhaps the most outstanding thing was the large red Spider symbol (which stretched from shoulders towards the half section of the uniform) that was in the middle of the suit. His mask was blue followed by red outline that shaped the eyes.

Peter grinned. _Sometimes I even amaze myself._

He then turned towards the window with a determined look.

 _Alright Thompson. Don't die on me. I'm coming._

* * *

Peter gasped as he slid on the floor to a halt. If there was one thing, it was that this suit was extremely flexible and a bit fast. He was able to move like never before and it was going to take some time to get used to the rapid speed. However, Peter was surprised that Tony didn't take away his web shooters—the new ones which made him wonder why he didn't took them away when Tony could've.

Spider Man resumed scaling around the wall, taking out the guards just like before. Since he already knew his way around OsCorp, going to whatever room Flash had been taken should be a piece of cake…right?

 _If I was Smythe, where would I hide Flash? Or Spider Man…_

Surely, it would have to be somewhere where even Peter himself wouldn't be able to find him. It would have to be in the deeper part of the building itself. Where would that be? Peter had no clue but his Spider senses kept on being turned on, alerting him off the constant danger he was in.

If Spider Man was ever going to face Smythe, Spider Man hoped that Tony would at least have a cure to save all those people who got infected. Like, he's Iron Man right? There's nothing where he _can't_ do. Sighing, Peter resumed his task as he also occasionally took out the robots (the ones who were designed to eliminate cross-species). Needless to say, Peter was quite grateful that he only had to face those advanced combat robots (the miniature ones) and not those huge ones.

As he continued to go further down the building, following the most complicated paths there ever was, Peter was sure he had discovered the place where Flash was being held captive since he had never been to this part of the building at all. As he got off the wall and landed on the ground, Peter got unnerving vibes as he walked in the darkened area.

All of a sudden, the lights flickered on which made Spider Man be alert more than ever and as the final light got turned on, Peter suddenly heard a noise the minute he landed on the ground.

"Ah, shit."

He widened his eyes as he braced himself for impact after he had found out that he was surrounded by the advanced combat robots. However, the attack never came and Spider Man lowered his arms while a confused look was on his face.

Why aren't they attacking?

"Well, well," a voice announced which made him turn around only to have his eyes land on none other than Smythe himself who was emerging out of the shadows.

"If it isn't the Spider Man himself."

 **Author's Note: ** Perhaps out of all the books, I'm really excited for book five. It's going to be awesome and there will be certain characters to look forward to ^^ now here's the thing. Since this book originally was supposed to be finish on the date of May 8th, I'm hoping to finish this book by the end of this week (May 13th) so I can still have a week off before starting the fourth book (which will get darker) on May 20th so yeah…and we're almost finish this story as well—five more to go so if you see double update, you know why. And I'll give you three guesses as to what suit Spider Man is wearing. What happens next? Find out! Toodles!

EDIT: I've edited the bottom section to be more interesting ^^


	18. The Black Widow

**Shout Outs:** Thanks to neonfairytail for reviewing the story.

Responses:

Neonfairytail: Ooo you're good! You got it right!

* * *

Chapter 18: The Black Widow

Spider Man took his stance as he narrowed his eyes, staring at Smythe.

"Ah, don't worry. The robots won't attack," he paused as he sent Spider Man a cruel smile. "They won't engage until they are activated."

"In other words, you are the command here and you won't release their power on me," Spider Man said.

Smythe smiled. "Aren't you brilliant?"

Peter sneered though he took this time to study Smythe.

Something about him looks different. He didn't look like he's normal 'handsome' self as his face was totally deformed. There were cracked spots almost all over the face, showing muscles skin under the cracks and his eyes looked as though he hadn't slept at all and for a brief moment, Spider Man thought he saw veins on his face but they could've looked like they were bruised. He was pale as well along with his eyes being blood shot.

"What…what happened to you?" Spider Man asked, stunned.

Smythe chuckled darkly, sending shivers down Spider Man's spine. "What do you think?" he whispered quietly. "I've spent endless days and nights, trying to come up with a perfect cross-species formula. Tell me, how did you—who's nothing but a _weakling_ —managed to gain these powers while everyone is being transformed? How did _you_ become the perfect cross-species…Peter Parker?"

Spider Man held in a breath he didn't even know he was holding. Everything makes sense now. It was there where Smythe dropped the bombshell. He slipped.

"It was you," Spider Man said, still being shaky as to how he discovered who Peter really was. "You were the one who is responsible for releasing the infection upon the city. Everything what _you_ did…the scene where you deliberately _hung_ a Spider Man because Tony _declined_ your request…it all goes back _you_."

Smythe sneered. "Very good."

"Why?"

His chuckle grew darker, colder and more menacingly. Spider Man really didn't like this at all.

"Because Peter," he said. "I wanted to be like you. You have this certain aura around you that gets the public to adore you. In my madness, I began to create a formula in hopes of becoming more like you. I experimented on myself so I can actually become you. I tried and tried only to fail. I did everything I could so I can get to meet you in person. Alone. You were always with someone—Gwen, Stark…so I figured that this would be a perfect opportunity to gain your attention."

Spider Man made a small chuckle. "You know, I'm really touched that everyone wants to be like me, I really am but in your blindness, you have turned into something else. Why did you want to meet me?"

"You know, for someone young like you, you aren't very bright. As I said earlier, I wanted to be more _like you_ and maybe even better. I released the infection so I can get rid of the ones who were tainting the city."

"You're insane."

"No!" Smythe shouted. "I was doing my job but _you_ and Iron Man interfered!" he raged. "I would have succeeded if Stark didn't refused my proposal."

"It's a good thing he did. Otherwise, a lot innocent people would die."

"Innocent? I would hardly call _them_ innocent."

"They are a lot more guiltless than you," Spider Man retorted.

Smythe scoffed. "What a predictable thing to say."

"Now, I believe you have something of mine and I would like him back," Peter responded.

Smythe's smile grew more intimidatingly. "Ah, you mean Flash Thompson?" he laughed. "I thought you were happy that he had been gotten rid of. From the looks of things, you two aren't exactly best friends so why add him to your weight?"

"Even though he's a selfish arrogant prick, he doesn't deserve this."

"Typical," Smythe drawled. "I figured you might say something like that."

"So, you got me. Now you can let him go," Spider Man said sternly.

"Ah, I'm afraid I can't do that. You see, _both_ of you have a part to play—even Flash."

Spider Man narrowed his eyes. "No he doesn't. This battle is between you and me. Let him go."

Smythe walked towards the circle of robots until he stopped; the sadistic grin never left his face.

"Not until _I_ say so. _I_ have the command here."

Peter felt furious. This isn't a game—someone's life is being depended which is Flash and he needed to get him to safety.

"This isn't a game, Smythe," Spider Man spoke in a warning tone.

Smythe grinned. "Well, I'll have you know that _I'm_ not joking. But," he paused. "I suppose we could make a negotiation."

"Which is?"

Smythe suddenly grew menacing and Peter could see the mad gleam that were in his eyes. He didn't like this one bit. What happened to the man where Peter had once idolized him?

"You _surrender_ to me and I'll let the boy go."

Spider Man gritted his teeth, clenching his fists tightly until they turned white but the answer came almost instantly.

"Fine. You have a deal. Let him go."

Smythe blinked with surprise. "You're willingly to surrender _yourself_ to someone who doesn't even respect you? Just like that?"

"Well, you'll find that I'm full of surprises."

Smythe threw his head back and laughed but he stopped almost immediately; his face growing serious.

"No."

Spider Man tightened his jaw and he felt rage shaking his body.

" _What_?"

The mad scientist laughed. "Oh, it's just _too_ easy! You're _Spider Man_ , for God's sake! The only reason why people look up to you is because you're the beacon that is standing between good and evil. Dark versus light. Day versus night. You're the fire that _burns_ the ice! If I just took away the beacon of light, where would the fun be?"

Peter glared at the mad scientist but there was just this one thing where it bothered him.

"How did you know who I was?"

Smythe's smile grew wider. "What? The fact that you, Peter Parker, and Spider Man are the _same_? You may be able to fool others, Parker but _not_ me. I'm not done with you yet. No, I have something much bigger planned for you…" he said as he began to walk out of sight. "Oh robots…I believe we have an intruder. _Attack_."

Spider Man widened his eyes as he saw the robots whirring to life and Peter heard the computerized voice echoing around the room.

" _Cross-species detected. Engage."_

Just in time, Spider Man was able to leap out of harm's way just as the robots released their attacks.

He smiled smugly when he landed on the ground, watching the nanobots destroying themselves.

 _For a minute there, I thought Smythe was pretty smart but now, I'm not so sure…_ he paused. _Unless, he purposely did that just for me to have a taste of what's to come. Smh._

" _Oh you think you're now safe that you have escaped from my robots?"_ Smythe's voice came from the intercom. Peter heard his menacing laugh. _"How foolish of you."_

"Smythe, where are you?!" Peter raged.

" _Somewhere where even you won't be able to find me!"_

* * *

Captain Stacy drew in a sharp breath as he saw the chaos that was unleashed in the city.

"Get those people to safety!" the Captain exclaimed over the ruckus.

"This way, ma'am! You sir, follow me!"

There were multiple of shouts that came from every police as they all tried to bring the chaos to a minimum. They weren't the only one too. Military—from different departments—also came either by hovering in helicopters or by vehicles that were placed to the side of the road.

"Any idea on how to get rid of this monster?" Watson's rough voice came.

"I'm afraid not. Our only chance is to have this monster to not be in contact with the citizens. We have to get him off so someway, somehow, we have to stabilize him," the Captain spoke.

Officer Watson grunted. "Why not shoot him till he's dead? It'll make things much easier."

Stacy gave him a small quavering smile.

"And this is all Spider Man's fault. Where is he now? Hiding?"

"Actually, there were reports stating that he had just entered OsCorp but they couldn't tell as he apparently changed his appearance but I'm sure it was him. If anybody can stop him, it'll be Spider Man."

The two looked to the side though that only made Captain Stacy cry out with surprise.

"Gwen?! What are you doing here in this madness? Didn't I told you to stay behind?"

"I know dad," Gwen said. "But I want to help. I can help, only if you will just let—"

"I'm _not_ going to have my daughter out here, in this maddening city!" Stacy snapped. "I don't want you to get yourself killed."

"But I'm not going to," Gwen insisted. "I'll be careful. I'm listening to all of the reports and the news—"

" _No_ ," George replied firmly. "Jackson, take her back to safety and make _sure_ she stays there!"

"What? But that's not fair—"Gwen began to protest. All of a sudden, out of nowhere, a booming roar came but it happened too fast. Gwen was snatched out of the air and she gave out a scream. This automatically made George and the other police take their stance but the two police took out their guns, ready to shoot.

"Hold your fire!" the Captain exclaimed. "You shoot and there's a possibility of you two hurting my daughter. Cease fire."

The mutated creature gave out a nasty roar. All of a sudden, a bluish white came which made the trio widened their eyes with surprise but the Captain instantly made a jump forward and he caught his daughter just in time.

"Gwen! Are you okay?!"

"Ye…yeah…just surprised."

"What the? Where did that came from?" Jackson asked.

Before the Captain was able to speak, a loud noise from the machine came, landing on the ground which gained their attention though Officer Jackson and Watson dropped their jaws from shock.

The newcomer lifted his head up and he straightened himself up. However, the Captain merely gave him a grateful smile. There was Iron Man, having his gaze stare upon the four.

"Iron Man," the Captain acknowledged him.

"Captain."

After Gwen was placed down on the ground, she could hardly believe that Iron Man had actually came. Maybe he had changed his mind? Maybe he wants to align with the police force?

"Thank goodness you're here," the Captain continued. "The city is in madness—"

"What's the plan?"

"Er, we have the other half of the police force, trying to get the people to safety but there's the issue with these creatures running around and—"

That's all what Iron Man needed to know. Even though he was wearing a mask, Tony made a determined look as he began to walk forward.

"Leave those creatures to me."

However, seeing as how this is the only way Gwen would be able to go to OsCorp, she ran after Iron Man, calling his name out.

"Wait, Iron Man!"

This seemed to stop Tony.

"Look, you're probably going to disagree but please. I need you to take me to OsCorp—it's our best shot. It's where everything happens. Please. Spider Man's in there and I may have a way to help him—"

"No," Iron Man said firmly. "I won't put innocent people at risk. Stay on the ground. That's an order."

However, Gwen stood her ground. "If you do not want innocent people to get hurt, then take me to OsCorp," Gwen said firmly.

* * *

"Okay, enough with the games Smythe!" Spider Man shouted as he swung himself across the room.

" _You're not frightened, are you?"_

Spider Man scoffed. "The only one who's frightened is _you_. If you weren't, you would face me like a man."

Smythe laughed. "Such fighting words from a fallen man. Do you still have the guts to take me? Do you think you can fight me on your _own_ and to survive so you can live the other day? _Do you_?!"

Peter narrowed his eyes. "Yes. Yes I do because I know I defeat you but it doesn't have to be this way. I can help you if you only—"

" _I DON'T NEED ANY HELP!"_ Smythe screamed through the intercom.

 _Right. Says the guy who's completely insane._

" _I have been doing fine on my own! I would rather die than foresee myself_ working _with a vigilante like you!"_ he snarled. _"Nononono. My time for you to fight me has not come yet. In fact, I believe you should meet my pet! And you are standing exactly where I want you to stand, Peter Parker."_

 _Pet?_

Despite the fact that Peter felt his Spider senses being turned on, he turned around as he felt a bone-chilling sensation which made him shiver. There was a loud _clack_ as it went across the floor and then it suddenly stopped which made Peter be wary about it. Something was there. He could feel it. His Spider senses were going haywire.

And then, from the shadows, legs that took the shape of a Spider came out one by one, striking the ground as it stood its spot.

" _Intimidating, isn't it? Well, Parker, I hope you're ready for this because this will truly be your last night! Spider Man, meet the Black Widow!"_

And then, the two menacing red eyes popped out and it lowered its head so that its frightening glare stared down upon Peter.

 **Author's Note:** Dun dun dun. Peter Parker against Black Widow ^^ (ehm, not the Avenger but the robot that was built by Smythe XD ) who will win? And Iron Man came but will he take Gwen to OsCorp? What happens next? Find out! Toodles!


	19. Spider Man No More

**Shout Outs:** Thanks to Sonar for reviewing and for favoring the story. Thanks to MythologyStar for reviewing the story.

* * *

Chapter 19: Spider Man No More

Peter drew in a sharp breath as he stared at the large machine that stood before him.

" _Isn't she beautiful?"_ Smythe announced, maliciously. _"There's a reason why she was built, Spider Man. There's a reason why she was called the_ Black Widow! _And it's time for you, Spider Man, to bring you to Justice!"_

Spider Man swung out of the way just in time to avoid the beam that had just been released. He flew around in circles in attempt to evade it and when the Widow stopped shooting out its beam, Spider Man took this chance by using his web rush mode in order to reach the front of the Widow on time. When he was close enough, he kicked it so that the robot got hit, stumbling a bit but it still stood its ground.

" _Is that the best you could do? You see, I've designed this robot so it could withstand your attacks! I've created it so it could have the same abilities as you! It's time for your end, Parker!"_

"My end is not now!" Spider Man exclaimed as he lifted a heavy object nearby before throwing it at the Black Widow. Much to his dismay, it didn't crashed from the heavy item.

 _Of course it didn't die. Why would it?_

Dodging the attacks proved to be difficult despite the fact that Peter is rather good at fighting. No matter what he does, the Black Widow seemed to know what his next attacks are.

He narrowed his eyes as he stared around the large area. Since there were walls around, he could use it to his advantage. Going with that, Spider Man performed his web rush in order to quickly get to the wall ahead of him.

 _"Ah. You think you're safe when you're in the air?"_

Spider Man stared at the creature with a stunned look while wondering what Smythe was getting at. How on Earth can the robot get to him while he was in the air?

Unexpectedly, the Black Widow opened its top protectors, stretching out so that they looked like wings. Peter dropped his jaw from being stunned as he saw the Black Widow was suddenly hovering _in the air_.

"What?" Peter cried out. "That's so not fair!"

" _Oh but it is! Like I said before, Parker, I made the robot to have the abilities_ just like you. _So if you fly, she flies. You shoot, she shoots."_

Peter growled with irritation but perhaps he should've paid attention as to what was happening next.

 _"And now Peter..."_ Smythe whispered. _"You'll finally get to taste of what defeat means."_

And then, the Widow opened its weapon which made Peter widened his eyes. He quickly sprang into action in attempt to avoid the wrath from the Widow. But in his haste, Peter managed to let out a slip. As he was heading to the next spot, the Widow shot out the liquid that looked like it was oil and the oil got sprayed to the spot where Peter was about to land.

Peter touched the wall only to slip and he began to fall.

* * *

The Captain grunted as he rolled out of the way from the raging creature. For being mutated, they were certainly fast although he shouldn't be surprised.

He fired his gun which made the monster roar as the bullet nicked its shoulder but that made it charge towards the fighter. In the split second, Captain George was able to dodge it which made the beast smash at a nearby car, letting the glass from the window fall down to the ground.

But since he moved out of harm's way, the Captain realized that he was trapped. Eyes narrowed, he repeatedly shot fire but as the creature was coming close, George braced for impact as he threw his hands in front of his face, acting as a shield.

But the attack never came.

Curious, he lowered his hands down only to see just in time for the brute to stumble back a few meters to the side.

"You alright there, Cap'n?"

George made a smile, knowing who's his rescuer is.

"Yes, thanks to you, Watson," Stacy replied.

"Good," Watson walked towards him and took his hand, pulling him up. "Just a normal day, eh?"

Stacy chuckled dryly. "Crazy, yes. Normal? Don't think so."

Watson made a bitter grin. "How the hell are we supposed to capture all of them? Let alone bring them in prison or at least into the quarantine? There's too many of them."

Stacy grimaced. "I don't know. All I can do is hope that Spider Man can capture the one who is responsible for this."

"For someone who never saw the kid out of the mask, you sure are putting a lot of trust into him," Watson spoke.

"Because I believe he can win this. That he can fight this."

Watson gave him a smile but it faltered. He still holds a grudge against Spider Man but Stacy really believes that he can win this, then so be it. That kid better win or otherwise, Watson will haunt him in his sleep.

"Right then," Watson began. "I think we should head towards the others."

Stacy nodded. However, as Watson started to move, all of a sudden, without a warning, a large terrifying beast came from out of nowhere which made the two have little time to react.

It all came too fast for Stacy. In a split second, he saw the beast ramming his horn straight through Watson's back, throwing Watson like a ragged doll. Stacy stood there, frozen, shaking with rage.

He roared, an angry one and he grabbed Watson's other weapon and fired at the creature. The beast roared from agony until it finally succumbed to the ground.

Shaking, Stacy waited for a few seconds before he ran towards his injured friend.

"Watson!" Stacy boomed as he put his hands on the bleeding wound in attempt to stop the blood from flowing. "Hang in there...it's going to be alright...hang in there..."

Watson coughed only to have blood splutter out. "Don't...add me...to the weight...find Spider...Man...help him..."

"Watson?" George felt his throat go dry.

And like that, the once moving officer began to fade away, slipping into darkness, knowing that this was his last journey.

Stacy didn't move from his spot as he watched his most loyal friend die. Shaking with rage, Stacy let out a terrifying roar.

 _ **"WATSON!"**_

* * *

With a gasp, Spider Man quickly shot his webs out where he grabbed them in time and he swung by the Widow.

He narrowed his eyes as he needed to think of a plan. Peter landed on the edge which gave him enough time to actually study the machine until he was forced to move again.

With the plan in mind, Peter went towards the machine. If he could fire the circuits, there's a chance that the machine won't be activated anymore or at least make some temporary adjustment until Peter could actually figure out how to stop it.

When he was close enough to the robot, Peter began to web shoot so that he was covering up the machine. Small sparks shot out which indicated that Peter was close. He then used his free hand to release his webs so that it was wrapped around the machine's legs after he swung under.

Grunting, Spider Man carried the machine with and he swung around before letting it go, allowing the robot to crash under a pile of objects.

 _"You think you're pretty clever aren't you?"_

"I know I am, Smythe. And I'm coming for you!"

* * *

Tony narrowed his eyes as he looked left and right. The coast was clear.

"Alright. Let's go."

Nodding, Gwen followed Tony as they continued to go down the path. Overall, Gwen decided to not argue with Stark. He insisted that he, himself, would come to the building so that he knew Gwen would be safe.

"What exactly are we looking for?" Tony asked as the two of them casually slipped into a nearby corner.

"We're looking for the control room. If we could find it, we could stop the machine what Smythe had been building. Plus, if we're able to also find the source of where the infection came, we can stop Smythe for good."

Tony nodded. However, he made a thoughtful look. They were in OsCorp which contains many facilities. If he could get into the targeted facility, he could do his next move.

He drew in a sharp breath, automatically hating himself for he was about to do next.

"Here," Tony replied as he handed her an extra gun. "You go your own way. There's something else for me to do here. Get to the control room and just...stay safe, alright? Don't do anything...stupid."

Gwen made a stunned look as she numbly grasped the weapon. "Wait...you're letting me go? Even after where we fought so much?"

"Yes...You know what you're doing. All I'm asking is for you to stay safe otherwise, your dad will have my head."

Gwen nodded. Why was she shaking?

"Alright. I will. I promise."

Tony gave a weak smile as he watched Gwen walk from out sight.

* * *

It took a good full few minutes for Peter to find the scientist. He admit that Smythe was good at hiding but it made him a coward.

An evil chuckle rang out as Peter narrowed his eyes.

"My, you're certainly persistent," Smythe spoke.

"Okay, Smythe. We can do this the easy way or the hard way. What's it going to be?" Peter asked while he had a confused look. His Spider senses were buzzing again.

 _I know I'm in danger. Smythe's the danger here..._

Smythe threw his head back and laughed.

"It's simple. I'll let you to decide," he whispered.

All of a sudden, Peter heard a noise but it came too late. Peter was able to avoid whatever it was coming but on the second strike, Spider Man was thrown to the ground, being pinned down from another large machine.

"Lemme guess. Another one of your pets?"

"Of course and now, you're going to have a taste of what _failure_ means!"

And then, the machine let out its attack, zapping Peter who screamed from the electricity. It sent another zap again, this time at a high voltage, which made Peter pass out. But as he was losing consciousness, he could slightly hear Smythe.

"It'll be all over soon..."

Peter passed out.

 _"Wake up,"_ a commanding voice spoke. Eyes were flickering open but the vision was blurry. He still felt weak. Dizzy...

"Oh good. You're awake. I thought you weren't able to make it."

"What...what are you going to do with me?" Peter slurred his words as he slowly realized he was upside down but he could still feel his consciousness was going to slip out again.

Smythe grinned cruelly. "Nothing much but this process won't hurt. I promise."

"Wh...what?"

In a second, Peter hissed when he felt something piercing into his skin and then it was done.

All Peter was able to make out was Smythe's sadistic face and his words before he passed out again.

"So, how would you like to have your grave read? Peter Parker or Spider Man?"

Smythe's voice echoed as darkness greeted Peter once more.

 **Author's Note:** Oh no. Smythe...what did you do? And Tony and Gwen are working together! Well sorta...and yes, we'll see Flash soon heh but Watson died  
:( there's going to be some serious butt kicking in the next chapter. What happens next? Find out! Toodles!


	20. The Spider Slayer

**Shout Outs:** Thanks to neonfairytail for reviewing the story. Thanks to Phoenix X 2 for reviewing the story. Thanks to MythologyStar for reviewing the story.

* * *

Chapter 20: The Spider Slayer

"Wakey…wakey…Spider Man."

Spider Man groaned as he began to wake up. He could feel his vision becoming clearer but he still felt a bit weak as though something inside him was gnawing him.

"Oh good. You're cooperating."

Spider Man felt himself being dropped to the ground, panting a bit heavier than usual. Something was wrong. He could feel it.

"Smythe…ungh…" he tried to push himself up.

"Shh, you'll need your rest if you want to fight me."

The way he said it, it sounded as though he was happy about something. As if the sentence itself was irony. What did Smythe do to him?

Eventually, Spider Man staggered up but that only made Smythe grin widely.

"I'm going…going to…"

"What? Shoot me with your webs?" Smythe laughed manically. "Do it. Give it your best shot," he challenged him as he spread his arms open to indicate that he wasn't protecting himself.

Giving a small growl, Spider Man extended his hands out, ready to shoot but then he lowered them. No. Not like this. He was better. There must be a reason as to why Smythe was literally throwing himself in danger without any protection. He always protects himself.

Alistaire's grin never left his face as he laughed.

"You're so predictable!" he exclaimed. "Of course you would never take an opening even when the chance is standing right in front of you!"

"I'm not like you…I'm better."

Smythe sneered. "But you feel it…don't you? There's something inside you that is eating you alive. You want to get rid of it but you can't."

Spider Man let out a breath as he glanced to the left, thinking up a plan in order to stun Smythe for just temporarily. Seeing an item, Spider Man extended his hand out to release his web but his webbing never came. Confused, Spider Man tried to shoot but the same process happened.

"My powers…" Spider Man replied with wide eyes. He sharply looked at Smythe who smiled heartlessly. "How…?"

"Nanobots. I've entered a thousand of nanobots in your veins. They're all gnawing inside you, weakening you," Smythe chortled. "If I can't have Spider powers…then _no one_ can…"

"You're mad…"

"No," Smythe whispered. "It's you."

And then, Peter felt the ground rumbling which made him turn around only to narrow his eyes. He bit his lip as he stared helplessly at the intruder that just entered the room.

Smythe gleamed madly. "And now, Spider Man…let's see if you can defeat the Black Widow."

The menacing Black Widow lowered its head, staring deadly at Spider Man who suddenly shivered from the gaze.

 _Crap, crap, crap._

Either way, Spider Man took his stance as he was preparing to fight. All of a sudden, sparks of electricity began to fry the machine which made Peter stare at it with a curious look.

"NO!" Smythe raged. "It's supposed to be undefeatable!"

Spider Man made a dry chuckle. _Just like how Titanic was supposed to be unsinkable…ironic._

And then, from the entrance, another robot came out which made Peter widened his eyes as he stared at it with shock. This one was nearly the same size as the Black Widow, if not, a bit bigger. It was red all over with tints of white while having blue eyes.

Smythe narrowed his eyes dangerously, shaking with furious.

"Who dares interrupt my moment?!" Smythe roared. "No one interrupts my moment! It's my time to shine!"

" _Sorry Smythe but there's going to be a turn of events. You see, you're not in control anymore."_

Peter stared at the robot as he was listening to the intercom that was playing around the room. He knew that voice.

"Wait, Gwen?" Spider Man asked, surprised.

" _Don't be so surprised, Spider Man. You should've saw it coming but I guess I was wrong,"_ Gwen laughed. _"I guess it's my element of surprise."_

"Ah, love birds. How adorable," Smythe replied nastily. "Savor this small victory of yours…I still got other plans in mind…" gleaming madly, Smythe began to walk from out of sight but he stopped halfway. "Oh and Spider Man? Don't try anything foolish, hmm?"

And then, Alistaire disappeared.

" _Go get'em, Spider Man!"_

Spider Man chuckled quietly. "I'll meet you soon. There's something else I've got to do."

" _Right."_

Spider Man then walked the opposite way of where Smythe had went. He followed the path as he trusted his instincts. He had a feeling this was where _he_ was being held captive. If he wasn't, then Spider Man was going to throw something. Peter already felt weak and helpless and he just wants to get the job done so he could go home and sleep.

Of course, there was the issue of him not being Spider Man anymore. He didn't even know if he could become a Spider again. Gritting his teeth, Spider Man leaped over the rail and landed on the ground though he stumbled forward a bit. As he went further in, he closed his eyes and opened them again as he saw the unconscious boy.

Flash, in the form of Spider Man, was currently tied up; his wrists being bound by chains as he was hung up. The image of the scene from a few days ago flashed into Peter which unnerved him a little.

 _This is a cruel joke._

Peter looked around the room to see if he could somehow release Flash. Convenient enough, there was a switch to the right and Peter walked towards the button and he hit it. It lowered down Flash and a _click_ was heard, indicating that he was being released. Spider Man walked back to the boy and he had Flash lean against him for support.

"Ungh…P…Peter?" Flash muttered quietly.

Peter knew he shouldn't be surprised but he was.

"How'd you—"

"That you're Spider Man. If Smythe wasn't yelling through the intercom 24/7 then there's something must be wrong with you, idiot…"

Peter sneered. "You're lucky that I even came here at all. I was half tempted to leave you with the robots. Now the minute you feel better, get your ass up and get out of here."

"What about…you?"

Peter grimaced. "Don't worry. I'll be fine…"

"You know…" Flash grunted as he pushed himself up. "I found it hard to believe that someone like you could become Spider Man."

Peter rolled his eyes as he pushed Flash away from him. "Yeah well. Get used to it."

"Just don't mention about this to anyone…"

Peter grinned. "You're not feeling humiliated are you?"

Flash glared. "Shove off."

"Right then. Be off. I've still got some unfinished business here."

Thompson gave him a stare and he gazed down at the floor as he realized just how Peter was selfless. He could've gone home and left the brute to the police to let them fight it. But no. He's staying here, risking his life. If that's not bravery, then Flash doesn't know what else it is.

"No. I'm staying with you."

Peter turned around and stared angrily at Flash. "Are you _serious_? Did you not hear me?"

"You know, Peter…you don't have to do everything on your own. Sometimes even heroes need help. And for once in your life, how about you listen as to what others have to say? You can't fight. You lost your powers, didn't you?"

Peter gave him a stunned look. "How'd you—"

Flash shot him a dry smile. "I have my ways and besides, while being hung up on here, I had to listen to Smythe which was…annoying really."

Peter sighed as he stared at the boy who bullied him. Who always so jealous of him but now maybe just maybe, Flash could be changed. _Maybe_.

"Fine. _Fine_!" Peter threw his hands up with exasperation. Why does no one listen to him anymore? "But you're my responsibility," he gritted his teeth. "So whatever I tell you to do something, you do it."

Flash rolled his eyes. "Fine."

"Right then. Let's go kick some ass."

* * *

Smythe stared at the city. It was truly in chaos, with people running as they hoped to get out. Creatures were attacking the streets and the police were rather futile at this state. They could keep trying but the result will end up the same. Smythe breathed in, feeling the fresh taste of victory that were at his fingertips. The wind seemed to have picked up though.

"I bet you're enjoying this, aren't you? Well take a good look at it. Because this is the last time you'll ever see the light."

Smythe chuckled. He didn't even bother turning his back since he knew who it was.

"You know, I'm still amazed that you're willingly to risk your life for a saddening city. There's nothing left to save…Spider Man," Smythe turned around to see the vigilante.

Spider Man narrowed his eyes. "Yes there is. As long as people still have hope. As long as people still _believe…_ there's always something to save," he spoke. "What happened to you, Smythe? What happened to the person I used to idolize?"

Smythe's face grew with fury. "HE DIED! THAT'S WHAT HAPPENED? IT WAS BECAUSE OF YOU! YOU MADE ME INTO WHAT I AM TODAY!"

"I don't believe that! You can forget all of this, Alistaire! But the choice is _yours._ Only you have the power to change. Not me. Not your Nanobots. _You_. And I can help you," Peter said as he extended his hand out.

Smythe stared at the offer and for a brief second, Alistaire felt his own hand moving towards Spider Man but then he stopped, breaking Spider Man's hope and Smythe swatted his hand away.

"NO! YOU'RE TRYING TO TRICK ME!" he screamed.

"The only person who's trying to trick you is yourself. Why can't you see that? Why can't you see beyond revenge?"

"Because it's the only thing that would make feel sane. The only _thing_ that would make me feel that I'm worth something! Revenge is my power, Peter. Just like how your hero business is your power."

"You're wrong, Alistaire. Revenge doesn't make you a man. You already had it all; fans, fame, adoration. But you threw it all because of your blindness! Because you couldn't see that."

"Now enough!" Smythe roared.

Peter almost had him but he lost him again.

"It's time for you to die!"

However, the next attack came but as though he had another sense, Smythe quickly reacted as he waited for the right moment. Something zipped through the air and when it was close enough, Smythe suddenly _transformed_ his hand into something metal. Peter quickly realized this and he mentally swore.

 _Shit!_

Peter moved forward but he was too late. Smythe had already raised his hand and pierced it so that it had stabbed at the newcomer. Peter cried out, watching Flash who was being thrown to the ground carelessly as Smythe ripped his hand out.

"FLASH!" Peter roared as he ran towards him.

Flash breathed heavily as he felt his blood spilling out. Panicking, Peter ripped the suit so that he could see the wound on the chest but he let out a sigh. Flash was still going to be alright. The wound wasn't deep enough to kill him on the spot. He was going to live even though his blood was flowing out.

Smythe laughed manically as Peter watched what was happening next.

"Now, its time Peter. Its time for _you_ to face the final battle!"

As he spoke, there were sounds of metal coming in and Peter watched at how it was moving around Smythe's body, totally transforming him into something else. The human Smythe was no longer there but it was now replaced by something metal.

The terrifying creature gave out a nasty roar.

 **Author's Note:** Oh boy oh boy! Things are getting intense! Well everyone! The moment you have been waiting for! The final battle between Spider Man and Smythe has come at last!


	21. Corrupted

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Sonar for reviewing the story.

* * *

Chapter 21: Corrupted

Spider Man grunted upon the impact as his back was slammed against the wall. It was really tough to fight this...thing without his powers so how does Tony do it? Underneath the suit, he's so much more.

Peter glanced who was barely holding up. He needed medical attention fast.

 _"Face it, Peter. You're nothing without your powers!" Smythe snarled. "You're just a pathetic human that can't save anyone! How do you expect to fight me in your human form? You'll_ _die_ _!"_

"Then its a risk I'm willingly to take," Peter responded as he held the wall for support.

Smythe gave out a rage of roar. _"You think you're fearless? That you don't have anything to fear off?!"_

Smythe made a swipe with his claw but this time, Peter was able to avoid as the blade scratched against the wall, leaving a scrape. Spider Man stared up and saw a handle that was above him. He used it to lift himself up so that he performed a kick which made Smythe tumble backwards. However, he quickly got up and did many swipes from left and right as Peter walked backwards, trying to avoid the rapid movement.

" _I'm going to make you suffer, Parker! I'm going to enjoy the moment."_

At the last swipe, Peter managed to duck down so that he could do a side sweep to knock Smythe off the ground. Unfortunately, Smythe jumped to dodge the sweep but he released his web shooter that came out of his forearm and threw a nearby objet right at Peter.

Peter widened his eyes and after he timed it right, he did a mighty leap and he felt a strain in his body as he executed sideway twirl in order to avoid the large object. The object crashed into a wall but Peter narrowed his eyes at the Spider Slayer who didn't lose a second. Peter may not have his powers but that doesn't mean he can't dodge the attacks though it'll be harder as he didn't have his Spider senses to alert him.

Spider Man resumed dodging the attacks and he moved sideways as he avoided the blade which the Spider Slayer had just thrown. The blade clattered to the floor though Peter stared at the weapon but as he looked back at the front, Peter widened his eyes as he quickly used his arms as a shield, putting his arms in front of his face. In a rapid movement, Peter moved left and right but he didn't timed it right since he twirled which made Smythe make another swipe, having the claw go across Peter's back who gave out a cry of pain as the wound stung.

Irritated that he won't die, Smythe did a last second move but quickly shooting his web shooters at Peter who charged at him. At the first part, Spider Man ducked down to let the webs strike, letting it pass by him but on the second one, Smythe wasted no second by releasing another web strike from his forearm which made Peter be tied from it, forcing him to fall.

Seeing as how he was trapped, Smythe landed on him, pinning him down as Alistaire stretched out his claws, making a threatening move.

" _It's time for your end!"_

* * *

Tony narrowed his eyes as he typed away on the computer. If he could just stop this, then everything will be safe. _Everyone_ will be safe and no one has to die. All he needed is the top classified information that will tell him how to stop the infection that was currently spreading.

He gritted his teeth together as there was one more problem. The mutated creature. They still need to find the cure for them.

 _No pressure_ , Tony muttered in thought.

But as he was hacking away, Tony felt that someone was watching him which made him feel that he was not alone.

"Jarvis?" Tony muttered.

" _Yes sir?"_

"Perform an analysis of the room."

" _Right away."_

It didn't took long for Jarvis to complete his task.

" _There seemed to have a foreign body currently residing in this room. Beware, sir. It appears to be stronger than it looks."_

Tony gave a small growl. He really didn't need any distractions. There was still the matter of returning back to Gwen and he really hoped that nothing bad had happened to her. Tony just hoped that she was alright.

There was a sudden crash that came out of nowhere and that made Tony tear his gaze away from the computer screen as he scanned the rest of the room behind him.

 _Show yourself_.

Tony gave a hardened glare at the room before he decided to abandon the computer for temporarily as he began to search for whatever it was bothering him in the first place.

 _Come out, you weird metal robot._

" _Sir—"_

Without a warning, the enemy came out from its hiding spot and it instantly jumped on Tony who struggled to get it off him. Because of the jump, it forced Tony to stumble backwards, going over the table and stumbled down to the ground, throwing the pest away.

" _Foreign creature detected."_

"Yeah, I've detected it too."

Growling, he quickly activated his suit for his hand so that he could be ready to blast the thing into smithereens. The horrid robotic creature that resembled much like a spider in a mutated way (while the armor was silver) jumped out from its spot and Tony blasted the robot with his repulsor though the stubborn thing managed to survive the attack, much to his irritation.

"Jarvis, analyze what metal this…thing…wears."

" _Yes sir."_

The creature moved in a rapid pace, making Tony miss his target more than once as he destroyed the unnecessary objects that were in his way of shooting.

" _Scanning complete. This robotic creature appears to be wearing the strongest metal: Tungsten. It is possible to defeat this vile robot by having enough force to actually destroy it."_

Tony made an evil smile as a mischievous glint was in his eyes. He already had an idea in mind and he can't wait to execute it. Chuckling, Iron Man began to sneak around the room while keeping an eye out on the creature. He stopped when he thought he heard something being crushed from a pair of feet—well, in metal feet in this case.

Grinning, Tony waited for the alien-like robot to attack and then it came. This time, Iron man had expected the move when the nanobot tackled him. At first, he struggled to get the enemy off him as he wrestled against it and when he finally tore the critter off him, Tony hastily shoved the robot in an open power box of a computer and he pulled out two wires from the power box to give out an electric shock.

The robot gave out a piercing scream of agony as many sparks shot out, frying the circuits and the android died down, twitching.

Tony gave out a little huff as he staggered to get up.

"Well, I think that singed off my eyebrows," Tony replied.

" _Affirmative."_

* * *

Meanwhile, Flash opened his eyes as he watched the battle unfold. He stared at how Peter got trapped, having Smythe to make a move any moment which made Flash grit his teeth.

He should be doing something. He can't let Peter do all the fighting. He's a _human_. He lost his powers.

Pushing himself up, Flash ignored the pain that shot in his chest. In all honesty, he was really lucky that the wound wasn't fatal. He would still live. Staggering slightly, Flash watched the scene until he saw the opportunity to attack.

As Smythe was starting to release his attack, something got tied around his wrist along with the other one. It pulled back Smythe's arms, much to Smythe's irritation.

"You know...for a brief moment, I actually forgot I had the web shooters. If you hadn't stabbed me, I would've kicked your ass a long time ago."

The Slayer gave out a furious scream but it wasn't long where Smythe used all of his strength to flip Flash over him so that he flew into the air, joining next to Peter as he crashed down.

"You always have to have a big mouth, don't you?" Peter mumbled as Flash groaned.

 _"Can't you see? It's over! There's no way of defeating me!"_

Peter narrowed his eyes as he stood up. He's not going to lose. With or without his powers, he's still going to win. Peter quickly took a look around the area. There wasn't much to interact with but as Peter stared up higher, a grin came.

"Is that so?" Peter clucked his tongue. "Well then. Catch me if you can!" he exclaimed gleefully.

He began to climb the walls the old fashioned way but that made the Slayer chase after him.

 _Perfect._ Peter thought as he continued to climb higher. As he did, the Slayer began to change its course, unbeknownst to Peter. But Spider Man didn't expected the next move, however. As Peter reached the pole of the satellite, the Slayer swung up from the side and knocked Peter out of the way. He didn't grabbed the edge on time which made him panic but then, unexpectedly, two pair of metal bands grabbed his.

Peter stared with wide eyes from shock as he saw Smythe-the one who rescued him but his dark empty expression made Peter change his thoughts.

" _It's time to say goodbye, Peter. You'll soon be joining your parents. Any last words?"_

Peter glared at him. "Screw you."

The Slayer laughed and then he let go of Peter who widened his eyes, giving out a gasp.

For a moment, time seemed to have stood still for Spider Man.

"Peter!" came Flash's voice as he ran towards the edge.

"Oh no you don't sonny!" the Slayer snarled as he knocked Flash by grabbing him around the throat with his hand, slamming Flash to the ground.

Flash grunted as his back got slammed on the ground, knocking the wind out of him.

Peter felt his fear of heights suddenly returning to him and he closed his eyes as he waited for the impact to come.

 **Author's Note: ** Ehm, I'm gonna make a quick getaway in case there's a riot...*peers out the window* well...too late XD and I had to redo the battle with Smythe and Spidey after doing a little research about the Slayer XD What happens next? Find out! Toodles!


	22. Hope

**Shout Outs:** Thanks to MythologyStar for reviewing the story.

* * *

Chapter 22: Hope

Peter felt as though his life had already been slipped from this world. He continued to fall towards an endless plunge that seemed to be taking forever which made him close his eyes.

 _Just hurry up. Make this a painless death._

But as he was plunging down, the brutal impact never came which made Peter wonder what happened. He opened his eyes only to realize that he was suddenly hanging down from something or from…someone? One thing's for sure; Peter noticed that the breeze had suddenly ben picked up. Or had it?

It certainly felt like a hand to him, Peter observed.

"You alright there, Spider Man?" a voice came.

Peter looked up only to gap. There was Captain Stacy who gave a grin and he hauled the web crawler up. Spider Man realized that he was being pulled up to the inside of the helicopter though it left Spider Man be a bit dazed.

Stacy put on a thoughtful look. "What happened? You usually swing out of there."

Spider Man made a bitter look. "I don't have my powers."

This seemed to have Stacy blink with surprise as he gave him a stunned look. "You…you don't have powers? How can that be? If you don't have any powers, then why are you heading into the battle? It's suicide!"

"It's what I do, alright?!" Peter, his name was unbeknownst to the police, suddenly shouted. He was fed up with people telling him what he can't do and what he can. He was a grown up teenager and hell if he wants to head into a battle where he knew he might be able to defeat the evil—even if it means having his life taken away—then so be it. Even without his powers.

Peter leaned against the wall, letting out a breath. "Look I'm sorry. I just had a rough day," he muttered but that made Stacy give a grim smile which Peter didn't notice it. "Just put me back down, please."

Nodding, Stacy gave a signal to the pilot and the flyer began to descend towards the roof of the OsCorp but he didn't land the helicopter.

"I'll take it from here. You guys go back to safety," Spider Man replied as he prepared to jump. He then paused. "Oh and take Flash too. He's injured."

Stacy gave him a raised eyebrow. "Flash?"

"Yeah, he's that wannabe Spider Man to put it short," but that only made Stacy give him a stunned look. "It…it's a long story."

"If you say so."

When they began to go towards the platform, without a warning, the Spider Slayer jumped from out of nowhere but Peter quickly tackled him from the air which made Stacy cry out from surprise. The two fighters resumed falling until they reached back down to the platform, grunting though the Slayer made a kick at Peter's stomach with his foot, flipping him over but Peter rolled and he landed on his feet.

Spider Man felt the breeze from the helicopter's blades which made him glance back as he saw Stacy and another man helping Flash.

 _Good,_ Peter thought. _At least no one will die._

"Wait," Flash grunted. "Spider Man!" he took something off his arms before he threw it to Spider Man who caught it as he gave Flash a stunned look. "It'll be more meaningful to you than it is to me," Flash showed him a smile. "Go kick his ass," he paused. "By the way, killer suit."

Peter nodded as he grinned but he was still being overwhelmed as he was amazed at how much Flash had really grown. Peter supposed that being held captive managed to knock some sense into him and maybe just maybe, the rift between him and Flash would heal.

"Just don't expect me to save your ass!" Flash called out.

Or maybe not.

Peter smirked. _Yeah, right_.

" _Aww, isn't that cute? Two rivals are now working together!"_ Smythe clapped his metal hands in mock delight.

Peter turned his attention towards him with a determined look. "I may not have my full powers but I can still stop you."

" _Ha, such words. You keep saying that you can still defeat me but if that's the case, then how come I haven't been stopped yet, hmm?"_

Peter gave a fixed look at him. In all honesty, Smythe was right. Why was Peter holding back? It wasn't because he didn't have any powers to finish him off but it was something else and that something was holding him back.

Smythe grinned nastily. _"It's because you can't finish me off, can you?"_ he laughed cruelly.

Peter stared at the maniac as thoughts entered his head. He was all about powers and how it made him wonderful. Awesome. _Amazing_. But what Peter didn't realize was that just how helpless he was without his Spider powers.

" _If you're nothing without the suit, then you shouldn't have it."_

Tony's stern voice echoed in his head. Perhaps that sentence actually has a meaning.

" _Aww, what's the matter? Did you suddenly realize the truth? It hurt, doesn't it?_ _It's the cold hard truth. You know it and the best thing is that you can't you face it!"_ Smythe laughed. _"You try too hard, Parker! Too hard to impress Tony and for what? He doesn't appreciate you. He always shuts you off."_

 _Shut up, shut up._ Peter gritted his teeth as he clenched his fists tightly. He knew Tony was always hard on him but Tony meant well.

 _"This is where you'll die, Spider Man. Forgotten. You'll die because you couldn't follow orders and instead, you went here from your foolishness."_

 _"_ NO!" Peter exclaimed as he fired his web shooters which tied around the Slayer and using his strength, Peter did a sideway twirl to flip Smythe over him so that he crashed to the ground.

Smythe laughed manically, the mad gleam still twinkled in his eyes. _"See? You can't accept the truth! You're weak and pathetic. You're not a hero."_

Growling, Peter used a nearby object, having it flying towards Smythe but he swatted it away with his metal hands as though it was nothing.

Peter continued to fire his webs but Smythe resumed dodging his attacks which made Peter be in thought.

 _For a guy without powers, he sure is fast. Or maybe it's the suit._

But Peter did saw that Smythe was getting furious that Peter is still alive and more than once, Peter uses the anger for advantage. Smythe gave outs a furious yell.

 _"WHY WON'T YOU DIE ALREADY!?"_ he picked up Peter by his neck in a swift motion and then slammed him hard on the ground, making Peter see stars.

"Because..." Peter gasped. "It's no fun...kicking evil when you're dead."

Smythe gave a nasty snarl as he tightened his grip on Peter's neck as he was preparing to plunge his metal claw straight into Peter's heart. But all of a sudden, something had stabbed at Smythe's shoulder, making a howl of pain and he released his grip on Peter's.

Growling, Smythe turned around only to narrow his eyes as he laughed though it made Spider Man be curious as to who it was. When Peter saw who it was, he widened his eyes with shock.

"Gwen?" Peter said stunned.

" _Foolish girl_ ," Smythe snarled as he began to advance on her, having Gwen walk backwards while carrying the blade in her hand.

"Gwen, get out of here!" Spider Man exclaimed.

Snarling, Smythe started to release his claw swipe but before he could even strike, Peter quickly fired his webs which got attached at Gwen from the side and Peter yanked her away, letting Smythe slash the air instead. Gwen gasped with surprise as she found herself leaning against Spider Man.

"What are you doing here?"

"You got your powers back?" Gwen asked, curiously.

Peter narrowed his eyes. "No…it's a long story. You need to get yourself out of here. It's too dangerous."

Gwen shook her head. "Forget about that. I think I know how to have your powers back."

Spider Man gave her a surprised look, wondering how she knew that. But even if he wanted to ask, he was sure that Gwen would change the subject.

"How?"

"The satellite. Good thing we're having a stormy weather here."

Peter made an incredulous look. "The satellite? What does—"

"Look: you want to get your powers back, right?" she didn't want for a response. "Get to the top of the satellite and wait for the lightning to strike _you_. The more electricity you have, the more the chance it'll destroy the nanobots that are inside you."

"I'm not gonna ask how you know about the nanobots but are you _insane_?!" Peter cried out. "That'll _kill_ me and I'm still a human! No way. No how. That's too dangerous."

Gwen scowled. "Since when does danger become a problem for you? It never did in the past."

"I know my standards and being struck from a lighting…? That's just too crazy."

"It's the only plan you've got. Either that or wait for Tony Stark to come save your ass. You choose."

Peter hardened his stare as flashbacks of Tony came into his mind, telling him to stand down when the danger comes. Peter clenched his fists as he made up his mind. He knew he was going to get quite an earful but it was for the good. Plus, he had Flash's webs as well which will help him out too.

"Fine. You distract him and if I survive, I'll come join you," Spider Man said which earned a nod from Gwen.

"Alright. Good luck out there," Gwen said quietly.

The web crawler flashed her a small smile before the two went their way.

"Hey metal head! You want him? You gotta get through me first!" Gwen shouted, gaining Smythe's attention.

" _Insolent brat!"_

Gwen gasped as she felt the rapid breeze that went past by her face. If she hadn't dodged it, she would have a nasty scar across her face.

 _Spider Man, hurry up._

Meanwhile, Peter shot his webs so that he launched himself upwards in order to reach the satellite. The same thought was repeated over and over again.

 _Why am I doing this? Am I really this desperate to regain my powers back? How on earth is this going to work out? Wait, of course I know how it was going to work but really? This is suicide!_

He eventually reached the dish and he grabbed the edges, slightly turning himself around. He narrowed his eyes as he watched the nasty weather that was roaring with thunder and lightning. It was as though Mother Nature knew what was happening and was just waiting to release her power. Peter waited for a few seconds; you have to wait at least a certain amount of seconds for the lightning strikes. In all honest, all Peter wanted to do right now was to go to school and sit in his heavenly place which was science.

And maybe watch Bill Nye when he gets home but anyways…

When it was starting to get darker, Peter quickly released his webs so that they were attached to the dish, having Peter being in the middle of the web. It was then that it happened. The wind began to pick up and then in a flash, the lightning was released from the clouds and it struck Peter, having him let out a scream of agony.

"This is so not easy!" Peter screamed.

And then nothing.

* * *

"… _Wake up, dammit! Come on…"_

 _Peter gasped as he opened his eyes and he found himself floating in an empty void._

" _Am I dead?" he muttered._

" _No. You're just temporarily out," a voice replied. A disfigured shadow appeared which made Peter be wary about it, wearing a confusing look._

" _Who are you?" Peter asked._

" _In time you'll know but for now, you must wake up and defeat the evil that tainted this city. It is your destiny."_

" _I would but I don't know how. I'm nothing without my powers," Peter sulked. "Tony's right. If I'm nothing without my suit then I shouldn't have it."_

 _The figure frowned. "Now is_ not _the time to doubt your ability. Over the time, you had proven yourself over and over again that you're willingly to fight the evil no matter what the cost is. You shouldn't have your confidence go down. Now, go and kick some ass."_

 _With that, the figure drifted towards Peter who was in an absent-minded stage and he touched the Spider insignia which was in the middle of the suit, having Peter dissolving away…_

" _Spider Man!"_

A sharp gasp came as Peter opened his eyes. His vision was blurry and for a brief moment, he thought he was in the hospital since bright lights greeted him which made him squint from the brightness.

" _Spider Man…Spider Man!"_

Who's calling him?

"Spider Man!" the voice got louder.

"What…?" Peter muttered but the mysterious caller sighed with relief, happy that he managed to survive the strike. His vision came to normal and he saw a pretty bruised Gwen who was laughing with relief.

"Oh thank God you're alive! How do you feel?"

Peter winced. "I'm in so much pain."

" _Oh you're back. But no matter. You won't live long enough!"_

Peter shot him a glare. "Wanna bet?"

And then, Peter got up and he performed his web rush to knock him away. Peter landed on the ground with wide eyes, flexing his hands. He was able to perform his old moves. And that only means one thing.

Peter grinned. "I'm back."

" _Hit me with your best shot."_

The two battle, throwing webs at each other but it wasn't until then where Peter managed to escape the attack at the last minute. Smythe stood shakily with a deranged look and he backed away as Spider Man advanced on him with a determined look.

" _What are you?"_ Smythe asked, breathing heavily.

Peter narrowed his eyes. "I'm Spider Man."

" _I threw everything I had at you…and yet you still live! Why? Why? WHY? Why do you continue to fight for this pathetic city? You fight for these fools' lives and what do they give you in return? Nothing. They shun you out."_

"They may shun me out but it's still my duty to save people," Peter replied as he extended his hand out. "Just as it is to save you. It's not too late Smythe. You can still mend your ways. Be the man you once were. I can help you. Come out from the darkness."

Smythe stared at his hand and there seemed to be a heavy silence. However, Smythe started to talk but all of a sudden, the edge of where he's standing, suddenly began to crumble down which made Peter wide his eyes.

"Smythe!"

Peter released his webs which just managed to latch onto Smythe's metal hand, nearly wrapping it around the hand. Peter felt himself sliding though he used his strength to stop from doing so but he was struggling.

"Come on Smythe. Redeem yourself. You'll still have the fame and love you once had. If you come up, you can change. If you come up, people will see you differently."

Smythe stared at the boy who saved him from an impendent doom. He's willingly wanting to save Smythe—even after he tried to kill him numerous of time. He really was brave but he was just a kid.

"Smythe…please…" Peter struggled. "I can't…hold on much longer…"

"Then you'll understand why I'm doing this."

"What?"

And then, Smythe used his free hand and he let his blade cut the string much to Peter's shock. As though time had slowed down, Peer saw Smythe falling down before disappeared before his eyes.

"SMYTHE!" Peter roared.

Peter collapsed on his knees, staring down numbly though he wasn't able to see Smythe anymore. It was done. The deed was finished. He was too busy staring down to even notice that the satellite was moving, releasing waves across the city. The once affected citizens suddenly began to be cured along with the mutated creatures, slowly transforming back to their original form. The rain poured harder and Gwen walked towards the fallen Spider Man and she went on her knees, staring down.

"I'm sorry," Gwen said quietly.

"He didn't had to do it this way," Peter replied shakily.

* * *

Since the battle, everyone who had been infected were sent to the safety quarantine for a one last check up so naturally, it was packed. There were still unsolved questions as to who got into the satellite to perform the trick. Of course, Peter knew the truth and it was Tony. He somehow was able to make an antidote that would be large enough to wash the city with it.

Peter sighed as he stared at the floor and the flashback Smythe's fall flashed into his mind which made him winced. He didn't had to die.

"Peter."

The voice snapped him back to reality but he stared bitterly, gazing back at the ground.

Tony sighed as he placed his hands on both of his shoulders. "I want you to look at me. I want you to know that you shouldn't carry the burden of Smythe's death."

"I could've saved him," Peter clenched his fists.

Tony winced. Snapping him back to normal was going to be hard.

"Peter, I want you to listen to me. Sometimes, as a hero, you have to make sacrifices and they might not be pretty. But it's what makes you stronger and don't let Smythe's death walk on you. You don't deserve it especially not on this day. It's supposed to bring happiness," Tony said and he peered over Peter's shoulder. "Ah, here comes Aunt May."

"Peter! My little boy! Look at you!" Aunt May sniffed.

"Aunt May…" Peter groaned. He doesn't know how to deal with this kind of situation.

"I know, I know but I can't help myself. You're graduating!" she sobbed as she kissed him on the cheeks.

Peter felt something slinging over his shoulders.

"Aww, isn't that cute?"

Peter scowled, knowing who the voice belonged to.

"You deal with her."

Michelle smirked. "Sorry, hun. No can do. She's your aunt."

"Some friend you are."

"Wow…I can't believe Flash's actually graduating," Ned announced as he joined them.

"Well, I guess there's a surprise for everyone," Michelle commented. "Now come on. It's going to start soon."

And soon enough, they all found their seats and the ceremony began. The music started to play the school's anthem before the entire audience burst into applause, cheering and whistling.

"Friends, families, relatives, I bid you all welcome," the vice principle started. "We are here to gather the importance of today…"

Peter felt himself zoning out as the flashbacks replayed back into his mind, making him wince as he gritted his teeth. Losing powers…someone's death—for some strange reason, Peter knew that someone had died in this battle—someone of great importance to another person. He knew that a lot of people died in this fight. Smythe's death kept on being played in his head but because he was so deep in thought, he didn't know Gwen was up on the stage, sharing her speech but something about it seemed to snap him back to reality as he was able to hear her voice.

"…Your time is limited, so don't waste it living someone else's life. Don't let the noise of others' opinions drown out your own inner voice. And most important, have the courage to follow your heart and intuition."

And the entire audience burst into cheers and applauses. Soon enough, they were now calling out names and the crowds were screaming out to their respected family. At long last, the vice principle went back up on the stage and shared his one last speech.

"…Congratulations, class of 2017."

And the graduates went berserk as they threw their hats into the air.

* * *

Tony let out a sigh as he watched across the city. He was currently at the large balcony of his company; his elbows were rested on the rails and in this moment, he simply enjoyed the view.

"Beautiful, isn't it?" Happy's voice came.

"Yes. Yes it is," Tony muttered.

Happy made a raw smile. "To think that this city was close to being destroyed by a mad man."

Silence settled in but a small beep came which alerted Happy and he pressed a button on his ear com.

"Yes? Oh…okay, so I see. He has? Well, I will certainly alert Tony Stark at once," Happy broke off the communication and had his attention back to Tony. "Sir, there had been reports of Spider Man's activities and they are asking for your command to whether or not to engage—"

"No," Tony suddenly said which made Happy be surprised.

"Sir?"

"Call off the order. Call off the protection. He doesn't need it," Tony said.

"Yes sir but may I ask why?"

Tony gave a small smile. "Because…he's a strong kid. He's proven that. Evil will still rise. Whatever challenges that are going to be thrown at him, he can take it because," his smile stretched as he straightened himself up and he walked away from the balcony as he heard sirens out in the distance. "He'll be ready."

And out in the city, there was Spider Man who jumped off a building. He let himself do a free fall before he released his webs, swinging into the city.

* * *

A misty glass appeared to be floating in the air and in the image, it seemed to have Spider Man who was swinging into the air. The mysterious figure stared with a fixed look before he narrowed his eyes.

So, this Spider Man thinks he stop every evil that had tainted the city?

He smiled cruelly. Oh, how foolish he is.

"Don't worry, Spider Man," the being spoke. "Enjoy the peace while you can because when you rest, you will least expect it. I will strike."

 **Author's Note: ** And that is it, ladies and gentlemen! Wow. Wow. Wowowowow! Book three has FINALLY been done! Huzzah! I'm so sorry it took forever—like I said, it was supposed to be finished on May 8th but I didn't had the time but I'm happy that I've finished this book before May 20th which is the release date for book four. But thank you so much for your endless support and I sincerely hope that you will be sticking with me throughout the series. And I know I'm repeating myself but book four and the later series will be getting darker—I'm only saying this again because I want you guys to be prepared. *takes a deep breath* alright. Thank you guys so much and I shall see you soon.


	23. FAQ

**Author's Note:** Remember where I told you I would do a FAQ question after book three? Well its this thing right here! That's exactly what I'm gonna do. So let's get started.

 **FAQ**

 **1)** Will Gwen be a part of Peter's life?

 _Answer:_ Yes. Even though we won't see much of her in book four, she'll still be around. She may be mentioned however.

 **2)** Will Flash change?

 _Answer:_ Well... Here's the thing. No matter the circumstances, Flash will always be a bully to Peter but if there's anything that may be different for Flash, it'll be the fact that he won't tell who Peter really is.

 **3)** What will book four be about?

 _Answer:_ That's for me to know and for you to find out! XD

 **4)** Will Peter continue to have more upgrades?

 _Answer:_ Definitely!

 **5)** Who was the being when Peter was unconscious when he was regaining his powers?

 _Answer:_ Ahh he is a mystery ^^ but all I can tell you is that to keep him in mind as he'll appear in later books. He's very important :)

 **6)** Will there be more deaths?

 _Answer:_ Yeap. Especially in the future books as well

 **7)** Will Tony continue to be protective over Peter?

 _Answer:_ Yes and no. However, after book three, Tony will eventually let go because he knows Peter can take whatever challenges there may be.

 **8)** Was Officer Watson the father of Mary Jane Watson?

 _Answer:_ Nope. Just an entirely different character. Officer Watson had no relation to Mary Jane/Michelle.

 **9)** Will Flash become Venom?

 _Answer:_ Another question I'm not really sure because I don't know the answer to. All I can say is that maybe. If not, then we'll see.

 **10)** Is there going to be a new villain in future chapters?

 _Answer:_ You bet. For every book, there's a villain.

 **11)** Will Spider Man make contact with the rest of the superhero community?

 _Answer:_ This is where I'm going to say no only because this series is only about Spider Man and how he became an Avenger. Tony will be the only one who's going be in this series. However, we'll see more of Spider Man when I begin to write the Infinity War.

 **12)** Will Tony die?

 _Answer:_ *is hesitant* perhaps that's one of the most asked questions. There have been worries about him back in book two but uhm...who knows?

 **Author's Note: ** And I think that will be it for the FAQ. But remember, if you still have any questions at all, feel free to drop it in the review or PM me! See you soon.


	24. Author's Note

**Author's Note:**

Hey guys,

I just want to let you know that I've posted Book four out which is called: Spider Man: Illusions. I CAN'T BELIEVE WE'RE ONTO BOOK FOUR ALREADY!

Thank you for so much for the support and hope to see most of you for the book four!

Skychild101


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